The Roco Creative Co-op is Coming!

WWW.THEROCO.ORG @WEAREROCO [email protected]

SHEFFIELD'S CREATIVE CO-OP338-346 Glossop Rd S10 2HW

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SHARE OFFER 2014

Sheffields first dedicated cooperative development built exclusively for the next wave of creators, artists, designers and makers.

We are transforming 7 Grade II listed buildings on Glossop Road in Sheffield into a centre of excellence to support the growth and development of the creative, digital and social industries across the city.

The ROCO is a £1.1 million project that is two years in the making. We have secured over £650k investment to complete core works across the 17,000sq ft site to open art and design retail spaces, studios and co-working, 2 galleries, a maker house and maker shed equipped with micro manufacturing tools, a cafe bar and deli and a range of meeting and events spaces.

We are now opening up the project to the public and inviting you to become a member of our creative co-op through the purchase of shares. £200,000 ofcommunity shares are now available to businesses and individuals with investments starting from £200.

Your investment will give you a healthy 5% return paid yearly from year 1 and democratic voting powers. A number of other membership benefits include retail discounts and priority events bookings.

In addition your investment will generate a very real impact in your local community. By supporting The ROCO you will be investing in a living wage employer that is set up to support small independent and local businesses and a social enterprise that is focused on championing creativity and innovation that strives to creative a positive social impact.

We are The ROCO

This share issue runs from 1st may 2014 to the 1st September 2014

The roco MAKE WORK PLAYAt The ROCO we definitely mix business with pleasure, a place where the studios look over the rooftop garden and the bookshop sits next to the bustle of the courtyard. Front of house visitors will be able take in an exhibition in our galleries at No 338, buy from our art and design retail store and fill a basket full of local produce in our deli at No 340. After that perhaps enjoy meal or cocktails in the purpose built cafe bar nestled away behind No 342.

Behind the scenes we are are set up to support Sheffield’s creative businesses, the designers, thinkers and makers who are innovating and creating new products and services, from architecture to fashion design, homewears to hackable electronics.

Tenants can use future tech tools and equipment in our maker house and maker shed at No 287. Take up residence in one of our 30 office studios or join the co-working space overlooking the roof garden terrace in No 342.

Creative businesses thrive in places where art, business, education, nightlife and cafe culture mix. We have bundled the whole lot up and are building it under 7 roofs.

We believe strongly in design, crafts, art, and technology being agents for positive social change. We see an exciting future where creative people use there skills and imaginations to design products and services that make a real impact. Whether its a piece of furniture made from recycled materials or an app that makes donating to your favorite charity a breeze.

This is whats at the heart of The ROCO a place to MAKE WORK & PLAY

Sheffield the creative city

Sheffield has a thriving cultural landscape. Celebrated for its musical

output and world class documentary film festival Sheffield is home to

a growing number of independent creatives who are forging their way

through self publishing, short run and D.I.Y business models. 7.2% of

Sheffield’s working population are employed in the creative industries,

well above the national average of 4%.

With 3 major theatres and a mixture of traditional and contemporary

galleries, cinema and events spaces there is a rich cultural program in

Sheffield that feeds into the diverse experience of living in a city

surrounded by national parkland. The two universities with a population

of 45000+ students add a mix of young talent to the creative scene and

a strong international presence making Sheffield a destination city for a

broad range of visitors.

Sheffield has however been slow to champion its creative output,

cities like Manchester and Leeds have been shouting about their talent

for years. We see it as our job at The ROCO to support and celebrate

Sheffield’s independent creative businesses, we want to put Glossop

road on the map. A place people will travel to visit, a place where the

best of Sheffield’s, arts, crafts, design, fashion and tech design will be on

display, in the store and on the shelves.

We love Sheffield and we love art, design and innovation so what better

idea than to marry the two and share it with all those who are, and who

want to be, part of a community of like minded creative and socially

engaged people.

2014 ROCO SHARE OFFER

mail: [email protected]: 000000000

Story so farOver the last 10 months we have been working closely with our architects Nick Brown Associates who are highly experienced in devepling listed building projects and with organisations community focused aims.

The heritage status of the Georian terraces means we have had to work around structural limitations whilst being sympathetic to any remaining orginal features in the houses. We have focused on creating open spaces across the ground floor to house our retail and gallery spaces and will be constructing an extention to house our cafe bar, events spaces and our unique green roof terrace which we plan to turn into a vibrant urban oasis full of planting, a herb garden and our micro veg green house.

This process of re-purposing and reinvigorating a space is very much at the heart of what we do. The initial plans have been supported by Sheffield City Council and were approved at the pre application stage, we are now consulting with SCC to gain full planning permission ready to be onsite in the summer of 2014.

Our project budget is £1.1m. As of March 2014 investors have committed £650,000 conditional upon on us reaching the construction stage which we are confident of doing. We are now looking for investment of £200,000 in our share offer to enable us to complete the works and install equipment across all 7 houses.

Our public share offer is key to our success both financially and in helping us build our community of creative and socially minded people, people who want to make a difference.

2014 ROCO SHARE OFFER

mail: [email protected]: 000000000

Value createdby your investment

Making a real difference.By buying shares and becoming a member of The Roco you are helping co-create the next wave of work, play and make spaces.

You will recieve a number of benefits including 5% interest, voting powers and special membership benefits and discounts.

But moreover, you will be investing in a socially aware and community engaged company that is geared to support the growth and development of the creative industries in Sheffield. How? By supporting social entrepreneurs developing innovative combinations of ecologically sound, problem solving, high impact products and services for a market of environmentally, socially and community aware consumers. People who want to make positive choices and who aren’t afraid of changing the status quo.

You will become a co-developer helping us bring to life 7 Georgian Grade II listed buildings, generating a positive community led outcome for the site. How? By fighting the homogenisation of the high street and making a home for the short run, small batch, and self published in our curated retail space our gallery store our bookshop and our artisan deli.

You will be supporting an organisation that is totally committed to being a ‘Living Wage’ employer, paying fairly for work done and providing opportunity to skill up on the way. Why? Becuase we all learn as we go and we are excited about the things that we don’t know yet. We think you should get excited to.

Further information and the breakdown of finances isavailable from the Business Plan on our website or through www.microgenius.org.uk

UnderstandingCommunity Shares Why we can sell shares

Roco is an Industrial and Provident Society for Community Benefit. Community benefit societies are owned by their members and their shareholders on a one member, one vote basis. We are run and managed by our members and must submit annual accounts to the Financial Conduct Authority (FCA).

Community benefit societies differ from other legal forms in a number of ways. They are particularly focused on the wider community interest. The objects (or goals) set out in their governing documents must be for the benefit of the community; any growth in assets should benefit the community rather than shareholders.

Our objects are set out to “provide cultural, educational and entrepreneurial opportunity to the people of Sheffield”

Shareholders in community benefit societies are paid interest on their investment. The rate is legally capped at a ‘level sufficient to retain the investment’ – in our case currently 5%.

Transferable v withdrawable

Withdrawable shares are very different from ‘transferable shares’, which are the type of shares normally issued by companies. To cash-in transferable shares you must first find a buyer to whom you can ‘transfer’ (i.e. sell) your shares, at an agreed price.

A withdrawable share can be withdrawn from investment, subject to the terms and conditions of the society concerned. This provides a straightforward way of getting your money back when you want to cash-in your shares.

Roco shares are WITHDRAWABLE SHARES and are subject to our T&Cs

UnderstandingCommunity Shares

Risk and rewardMembership of the society and the purchase of shares should be seen as a social investment to support the aims of the Society and not as an investment solely for personal gain or profit. Membership is not suitable for anyone who needs immediate access to his or her capital. Although the Board of Directors will implement prudent management policies, there is always the risk that you could lose some or all of your share capital and you have no right to compensation from the Financial Services Compensation Scheme.

Your investment will be used towards the cost of refurbishing the building. Community share money will be ring-fenced until such time as we commit to starting the work on site. If for some reason the building work does not go ahead your money will be returned to you in full by no later than March 2015.

In circumstances of future financial failure, the directors may be compelled to write down the value of your shares. Should you then wish to withdraw your shares, you should expect to receive only their written down value.

Withdrawing your investment

Shares are not tradeable (you cannot sell them to someone else) but you can withdraw your money from the 4th year of trading on agreement of the Board (we will keep back 5% of share capital to cover such payments). Your shares will never be worth more than their initial value.

The intention is to declare interest at 5% from year 1 of trading. The interest will not be paid to individuals until the amount reaches £20 to avoid excessive paperwork. If investors are willing to waive their right to interest they can tick the box on the application form.

Application forms can be downloaded from www.theroco.org

We are inviting you to join round one of our public share offer. £200,000 of community shares are available to businesses and individuals. Investments range from £200 to £20,000. We have already raised significant capital to bring us to construction now we need your help to raise the £200,000 needed to bring The ROCO to life

how do I invest in the roco?

Download the application form from our website and post to us with a cheque to cover your investment (minimum 200 shares) at a value of £1 each.www.theroco.org

Post or return to: THE ROCO HQ, 344 GlOSSOP ROAD, SHEFFIELD, S10 2HW

Email us for any inquires: [email protected]

Terms & ConditionsYour Application

You cannot withdraw your application for shares after we receive your application form.

The directors do not have to accept your application for shares. They may decide not to issue shares to you or may allocate you less shares than you applied for. They do not have to give any reason for their decision.

Your application will be considered for approval at the first convenient Board of Directors meeting, and therefore you should not expect an immediate response.

Your Payment

The directors will acknowledge receipt of your cheque and application. They will not cash your cheque until they have approved your application.

If the Board decides not to issue you shares, your cheque will be returned within 28 days of the Board meeting. If they decide to issue fewer shares to you than you applied for, they will return the balance to you (within twenty eight days of that Board of Directors meeting).

The money will belong to Roco Creative Limited as soon as the directors issue shares to you (to the extent that they take it as payment for shares).

The company will not pay you interest on any money it returns to you.

THE SMALL PRINT

By completing the application for membership you consent to the society and our contractors and agents holding personal data about you in accordance with the Data Protection Act 1998. We do not sell or exchange mailing lists.

IMPORTANT NOTICE ON MONEY LAUNDERINGIt is a term of this offer that, to ensure compliance with the Money Laundering Regulations 2007, and the Proceeds of Crime Act 2002 and such similar legislation, you must have the authority to sign the application form. If you are signing for another person, you will provide the directors with evidence of your authority to sign if they ask to see it. You will also supply us with proof of identity and address if asked.

GOVERNING LAW AND INVESTOR PROTECTIONRoco Creative Limited is not an authorised institution and does not accept deposits. This means there is no share deposit protection scheme for investors. Roco Creative Limited is an exempt person from the regulated activity of deposit taking by its issue of shares pursuant to Paragraph 24 of the Schedule to the Financial Services and Markets Act 2000 (“FSMA”) Exemption (Order 2001). The shares are not a specified investment for the purposes of Section 22 of FSMA (What is a Regulated Activity) pursuant to Paragraph 76 of FSMA (Regulated Activities) Order 2001. The issue of withdrawable shares, which are not transferable, exempts this document from the requirements of an approved prospectus required by Section 85(1) of FSMA. An investment in the withdrawable and non transferable shares of an Industrial and Provident Society is not treated as a controlled investment for the purposes of Section 21 of FSMA (The Financial Promotion Prohibition) pursuant to Paragraph 14(3) of Schedule 1 of the FSMA (Financial Promotion) Order 2005. Roco Creative Limited has taken all reasonable care to ensure that every statement of fact or opinion included in this information document is true and not misleading