Debenture Prospectus
Galf Chumann Ceann Sibéal
Voting Members
Debenture Scheme
2023
Explanatory Memorandum and Prospectus Introduction
The Management Committee proposes introducing a Debenture Scheme to the Voting Members of the Club who will be offered the opportunity to invest a sum of €3,000 (three thousand euro) each. Each investment will be made in a debenture to be issued by the Club subject to the terms of a Prospectus which is attached to this Explanatory Memorandum. The funding raised will be utilised to fund two significant and important developments which are intended to advance the interests of the Club by enhancing our facilities as well as improving our presentation as a premier golf course which is now listed in the top 50 courses in Ireland.
Development I
Following provisional approval given by the Sports Council to the Club in February 2022 for grant aid under the Sport’s Council’s Sports’ Capital & Equipment Programme (SPEG), the first development will be to upgrade the Club's Practice Area to a standard commensurate with our position among the top 50 courses in Ireland.
The Management Committee has selected experienced golf course contractor, SOL Golf, as the preferred supplier of materials and works for Development I. The SOL Golf cost estimate is €110,408 + VAT (€16,029) – total €126,437. The estimate includes work to be carried out on removing the grass mound area between the pathway beside the putting green and the existing car park. There’s a small cost saving to be made by employing SOL Golf rather than a separate contractor to clear the grass mound.
The SPEG provisionally approved amount of €76,690 will, subject to final approval, fund 78% of the Practice Area redevelopment cost (excluding VAT) and Architect's Fee (neither of which qualify for SPEG Grant Aid). Formal written approval is subject to three comparable quotes being supplied to the Sports’ Programme, confirmation of the Club’s Tax Clearance and completion of Declaration recognising and safeguarding the Sports’ Programme’s interest in any grant-aided equipment.
Development II
In addition to Development I, the Management Committee propose to carry out a major upgrade in the Club's Car Park by extending, resurfacing and line-marking the areas of both front (which will be partially extended by the removal of the central island) and rere car parks: the purpose being to relieve growing pressure in our capacity to provide parking spaces during busy periods and also to enhance the appearance of and first impressions created by the Clubhouse and reveal the magnificent vista which lies northwards out over the Course and towards Mount Brandon and Más an Tiompáin.
The work for Development II will consist of preparatory groundworks, which will be carried out by Sol Golf (groundworks) and laying tarmacadam and line-marking by the highly reputable local contractor, Pat Ashe & Son. Total estimates for those works is €212,455 + VAT (€28,681) – total €241,136.
Development I and Development II
The estimated gross aggregate costs for both developments, including a contingency amount at 5%, comes to €367,573 which, subject to outcome, will be reduced by a Development I SPEG grant of €76,690.
Subscriptions to the Scheme is now open and Voting Members intending to participate are encouraged to do so by 5.00 p.m. on Friday 20 January 2023 to enable final approval for commencement of works. In the event that the proposed minimum number of Voting Members taking up the Debenture is not achieved, refunds will be given on the basis of last in-first out.
Voting Members Debenture Scheme
Under the proposed Voting Members Debenture Scheme 2023, an invitation is being given to Voting Members of Galf Chumann Ceann Sibéal to invest a single sum of €3,000 for a minimum period of 3 years. It is intended that up to 60 Debenture Notes will be issued, each carrying an annual coupon return of 5% which will be discharged by the Club through reductions in annual membership subscriptions for so long as the investment continues. In the event that, during the lifetime of the Debenture Scheme, there shall be an increase in annual subscriptions or levies or charges, there will be an allowance made in the coupon as compensation. Subject to the normal member approval at AGM, any increase in annual subscriptions will take place as occasion may demand in future years.
While the investment will be for a minimum period of 3 years, we expect that Voting Members will have the opportunity to extend the period beyond the initial 3 year expiry date on terms to be published beforehand. Application for early exit from the Scheme will be considered by the Management Committee in individual cases and permitted in its discretion in exceptional circumstances.
The Debenture Notes will be issued in accordance with and subject to the express terms of a Prospectus which accompanies this Explanatory Memorandum and Prospectus Introduction. The obligations of Galf Chumann Ceann Sibéal under each Debenture Note will be those arising under a simple contract debt payable in accordance with its own terms.
Sinking Fund / Voting Member Representative Committee
The Management Committee will establish a reserve Sinking Fund to provide for full repayment of the total investment in the Scheme at the end of the 3 year period. The Sinking Fund accumulations will be credited to a separate imprest bank account on which one member of a Subscriber’s Committee will act as signatory.
The Subscribers’ Committee will consist of 5 Subscribers elected by the participating Voting Members. The Subscribers’ Committee will, subject to the terms of the Prospectus, have power to (i) make such enquiries to and receive replies from the Management Committee which are relevant to safeguarding the rights and interests of participating Voting Members (ii) inform Voting Members of Scheme management and (iii) nominate 2 of their members to attend and participate in meetings of the Management Committee where the Scheme shall be discussed as well as receiving a copy of the minute(s) of such meetings which affect the Scheme. The Management Committee shall circulate each member of the Investors’ Committee with notice of meetings where the Scheme is to be discussed.
The Prospectus
The Scheme Prospectus is attached to this Explanatory Memorandum and Prospectus Introduction.
Galf Chumann Ceann Sibéal
Voting Members
Debenture Scheme 2023
______________
PROSPECTUS
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- Definitions
The following meanings are given to capitalised terms used in this Prospectus:
“Annual Subscription” means the annual subscription (exclusive of levies and charges) payable to the Club, the amount of which shall have been fixed in accordance with Article 20(d)(xi) of the Constitution or, as the case may be, the annual levies and charges (exclusive of annual subscription) payable to the Club the amount of which shall have been fixed in accordance with Article 20(d)(xi) of the Constitution;
“Calculation Date” means the latest date on which Annual Subscriptions are required to be paid under the Constitution;
“Closing Date” means Friday 20 January 2023 at 5.00 p.m., being the latest date by which subscriptions are to be received for purchase of Debenture Notes or such earlier or later date as shall occur pursuant to paragraph 6(iv) and “Closing Date” shall be construed accordingly;
“the Club” means Galf Chumann Ceann Sibéal, Baile Uachtarach, Baile an Fheirtéaraigh, Co. Ciarraí, being club registered under the Registration of Clubs Act 1904;
“the Constitution” means the constitution of the Club or An Bunreacht;
“coupon” means a coupon calculated at the Rate and applied to the face value of each Debenture Note and payable to each Subscriber in accordance with this Prospectus and “the amount of the coupon” shall be construed accordingly;
“Debenture Note” means the non-negotiable, non-transferrable and non-assignable debenture instrument in the form or substantially in the form of Appendix I issued or to be issued to Voting Members pursuant to this Prospectus and “Debenture Notes” shall be construed accordingly;
“Delivery Date” means a date falling not more than 14 days after the Closing Date;
“Explanatory Memorandum” means the Explanatory Memorandum and Prospectus Introduction issued in conjunction with this Prospectus;
“Issue Date” means a date falling between the Closing Date and the Delivery Date;
“the Issuer” means the Club;
“Management Committee” means, from time to time, the Management Committee of the Club;
“the Rate” means, on the Issue Date, a rate of 5% per annum calculated on the face value from time to time of each Debenture Note and thereafter shall mean an aggregate rate of 5% per annum plus such additional percentage (if any) as the Management Committee shall determine to be payable on the coupon amount which shall equal the product of the application of 10% of the percentage increase (if any) in the Annual Subscription to the Rate on the Issue Date or, if later, the last date on which such increase shall have occurred and the date thereafter when such additional percentage shall fall to be calculated;
“Redemption Date” means the date falling 3 years after the Issue Date;
“Replacement Debenture Note” means a Debenture Note issued by the Issuer pursuant to paragraph 13;
“the Scheme” means the scheme referred to in this Prospectus for issue of 60 Debenture Notes in individual amounts of €3,000 (three thousand euro) each;
“Sinking Fund” means a reserve fund to provide for repayment in accordance with this Prospectus of monies paid towards the Scheme in the purchase of Debenture Notes accumulations to which will be credited to an imprest bank account in the name of the Club;
“Subscriber” means a Voting Member who shall subscribe to the Scheme by purchasing a Debenture Note and shall also include the personal representative(s) of such Voting Member;
“Subscribers’ Committee” means a committee of 5 Subscribers elected from time to time by a majority of their number whose names shall be notified to the chairperson of the Management Committee;
“Voting Member” shall have the meanings given thereto in the Constitution and Voting Members shall be construed accordingly.
- Financial Information
(a) A copy of the most recent accounts of the Club is attached to this Prospectus for information purposes. There has been no material change in the Club’s financial position in the current year.
(b) In summary, highlights for year ending September 2022 were as follows:
Operating Surplus (excl. Depreciation) €133k
Cash in hand 30th September €365k
Membership Subscriptions 2022 €181k
Green Fee Income 2022 €365k
(c) Outlook for year ending September 2023:
The Management Committee, at the time of issue of this Prospectus projects the following forecast in respect of year ending 30/09/2023
Projected Membership Subscriptions €193k
Projected Green Fee Income €407k
Projected Operating Surplus €131k
The Management Committee is confident that with the Club’s increasing profile due to our marketing programme as well as our commitment to retention and recruitment of members, revenues will continue to grow over the years to 2026.
- Purpose
The purpose of the Scheme is set out in the Explanatory Memorandum.
- Funding
The level of funding sought through the Scheme is as follows:
SOL Golf (Practice Area / Development I) €110,408
VAT @13.5% € 16,029
Total €126,437
SOL Golf and Pat Ashe & Son
(Car Park resurface etc, Development II) €212,455
VAT @ 13.5% € 28,681
Total €241,136
Aggregate Total €367,573
5, Grant Aid
A Sports Capital and Equipment Programme grant application for Development I (Practice Area Development I) to the Sports Council has been given provisional approval in the sum of €76,690.
- Debenture Note Issue
(i) The Scheme is to raise a maximum sum of €180,000 by the issue of 60 Debenture Notes each having a face value of €3,000. It is not intended that denominations of a lesser sum will issue. Voting Members wishing to become Subscribers shall deliver a cheque or other form of payment to the Secretary / Manager’s office on or before the Closing Date.
(ii) A Debenture Note shall be delivered to each Subscriber by not later than the Delivery Date.
(iii) In the event that there shall be an over subscription for Debenture Notes success in application will be determined on the basis of first come / first served as determined by the Management Committee.
(iv) In the event that:
(a) subscription in the Scheme shall be filled at any date prior to the Closing Date, the Management Committee shall accelerate the Closing Date to the date when the Scheme shall have been so filled;
(b) subscriptions to the Scheme shall not have been filled by the Closing Date, the Management Committee may allow subscriptions to the Scheme to continue to be made for such period of time as the Management Committee shall consider to be reasonable so as to allow subscription to the Scheme to be filled; or
(c) the Management Committee shall determine that aggregate subscriptions received by the Club shall not reach the desired level of €180,000 by the Closing Date howsoever determined and that the Scheme shall have failed the Management Committee terminate the Scheme and refund all subscriptions which shall have been subscribed by Subscribers.
(d) a determination shall have been made by the Management Committee in accordance with paragraph 6(iv)(c), no coupon shall be issued or paid on any subscription so refunded.
(v) The Management Committee shall cause an e-mail to be circulated to the Voting Members notifying them of the occurrence of an event in paragraph 6(iv).
- Proceeds of Debenture Note Issue
All proceeds raised on foot of the Scheme will be employed by the Management Committee on Development I and Development II referred to in the Explanatory Memorandum.
- The coupon
(i) The coupon will be calculated on Debenture Notes from time to time at the Rate and shall be discharged in arrears by deduction, as the case may be, from:
(a) the Annual Subscription (exclusive of levies and / or charges) due from a Subscriber as a Voting Member of the Club; or
(b) the amount of levies and / or charges dues from a Subscriber as a Voting Member of the Club.
(ii) Subject to paragraphs 11(ii) and 12(ii), calculation of the amount of the coupon shall be made, in the case of the period falling between the Issue Date and the next following Calculation Date and thereafter shall be made from each Calculation Date to that next following.
- Debenture Notes
All Debenture Notes shall rank pari passu with one another and during the period between the date of issue of this Prospectus and the Redemption Date the terms of Debenture Notes (or any of them) shall not be amended save with the consent of all Subscribers and the Management Committee whose decision shall be recorded in the minutes of a meeting of the Management Committee and certified in writing over the signatures of the chairperson and the finance director.
- Sinking Fund
(i) The Management Committee will establish a Sinking Fund and accumulate reserves therein to be held in an imprest bank account in the Club’s name with the Club’s banker.
(ii) The annual accounts of the Club shall separately identify the balance then standing to credit of the Sinking Fund.
(iii) The operation of the Sinking Fund imprest account shall be established so as to require its operation over the signature of one member of the Subscribers’ Committee and the Management Committee shall make such arrangements with the Club’s banker as shall be necessary for the purpose such operation.
- Debenture Note Redemption - Subscribers
(i) Subject to paragraph 11(ii), it is intended that, save in exceptional circumstances as determined by the Management Committee, no Debenture Note shall be eligible for redemption prior to the Redemption Date.
(ii) The Management Committee may, in its discretion, agree to a request by a Subscriber for redemption of a Debenture Note on a date prior to the Redemption Date. Notwithstanding paragraph 8(ii), the amount of the coupon shall be calculated at the Rate on the principal amount of each Debenture Note on which the Management Committee shall agree to early redemption for the period between the Issue Date (if such be the case) and, otherwise, between the last falling Calculation Date and the relevant date on which early redemption is to take place in accordance with this sub-paragraph.
- Debenture Note Redemption – the Issuer
(i) Subject to paragraphs 11(ii) and 12(ii), Debenture Notes will be redeemed by the Issuer on the Redemption Date.
(ii) Notwithstanding paragraph 12(i), the Issuer may:
(a) at any time redeem all or part of the Debenture Notes and, where there shall be a redemption in part only, such redemption shall be made in equal measure to all outstanding Debenture Notes and, upon such redemption (whether in whole or in part) the coupon shall be discharged by deduction from the Annual Subscription due from each Subscriber as a Voting Member of the Issuer on the next following Coupon Calculation Date;
(b) in circumstances where it shall have determined that a Subscriber shall not have paid his or her Annual Subscription by a Calculation Date, redeem the entirety of its obligations to such Subscriber on foot of a Debenture Note.
- Redemption and Replacement of Debenture Notes
(i) In the event that a Debenture Note shall be tendered for redemption by a Subscriber pursuant to paragraph 11, the Issuer may issue a Replacement Debenture Note to another Voting Member in an amount equal to the value of the Debenture Note so tendered for redemption.
(ii) A Replacement Debenture Note shall be subject to the terms of this Prospectus and shall bear a coupon at the Rate with effect from the date on which it shall have been issued by the Issuer.
- Extension of Redemption Date
The Issuer and any Subscribers may agree to extend the Redemption Date to such later date as they shall agree and, in the event of such agreement the terms thereof shall be reduced to writing to be signed by the parties thereto and such terms shall apply to the relevant Debenture Note(s) in place of the terms of this Prospectus.
- Register and Notifications
(i) The Management Committee shall prepare and maintain a register of the names and addresses (including e-mail addresses) of all Subscribers and shall issue notices to each Subscriber by ordinary post or by e-mail on any matter concerning the Scheme.
(ii) It shall be the responsibility of individual Subscribers to inform the Management Committee in a timely manner of any change of address (including e-mail address) from time to time.
- Club’s Covenants
For so long as the Issuer shall have obligations to Subscribers on foot of the Scheme, the Management Committee covenants with each Subscriber that:
(i) it shall convene a meeting of the all Subscribers not later than 30 days prior to each AGM Date (as defined in the Constitution) for the purpose of providing the Subscribers with details of all information relevant to the Scheme and shall engage in meaningful discussion concerning the Scheme with the Subscribers at such meetings;
(ii) the Club shall not undertake new borrowings from a financial institution in a sum in excess of €100,000;
(iii) the Club shall not and the Management Committee shall not, other than in the case of a chattel mortgage executed in the purchase or replacement of plant and / or equipment, instruct or otherwise permit the Trustees (as defined in the constitution of the Club) to mortgage or charge any asset or property of the Club.
- Subscribers Committee
(i) The Subscribers shall be at liberty to form the Subscribers’ Committee which shall comprise not more than 5 of their number and from whom there shall be elected or appointed a chairperson and secretary.
(ii) The Subscribers’ Committee shall elect 2 of their members to act as their representatives to attend meetings of the Management Committee from time to time and be entitled to ask questions and to be given replies or explanations concerning or affecting the Scheme;
(iii) Members of the Subscribers’ Committee shall not be entitled to vote on any matter which shall be before the Management Committee;
(iv) Proceedings of meetings of the Subscribers’ Committee shall be recorded as minutes in writing and appointments of member(s) thereof from time to time as signatories on the Sinking Fund imprest bank account shall be by majority vote on a show of hands. A copy of the relevant minutes shall be lodged with the Secretary / Manager of the Club and be signed by the chairperson and the secretary.
(v) The Management Committee shall notify each member of the Subscribers’ Committee of the location, date and time of meetings where the Scheme is to be discussed. Furthermore, the chairperson of the Management Committee shall provide the chairperson of the Subscribers’ Committee with a certified copy of the relevant minute(s) of meetings of the Management Committee where the business of the Scheme shall have been discussed. The Subscribers’ Committee shall be entitled to call for the correction of such minute(s) where appropriate.
(vi) If any member of the Management Committee shall also be an Subscriber such member shall (a) declare his or her interest in any matter before the Management Committee and affecting the Scheme (b) recuse himself or herself from voting on such matter where to cast such vote would be a conflict of interest.
- General Data Protection Regulation and Subscription etc.
(a) By subscribing to the Scheme and purchasing a Debenture Note each Subscriber hereby confirms, acknowledges and agrees that the Management Committee shall be at liberty to disclose his or her and each of their personal data to other Subscribers so that the Subscribers’ Committee may be formed and that communications inter se between all Subscribers as well as with the Management Committee may be facilitated for the better operation of the Scheme.
(b) Subscription to the Scheme shall be evidenced by the payment of the required sum of €3,000 (three thousand euro) by or on behalf of a Subscriber to the Issuer and the delivery by the Issuer to the Subscriber (or his or her agent) of a receipt for the required sum followed by the relevant Debenture Note
- Notices
Notices to be given under this Prospectus shall be given or ordinary post or by e-mail at the last known address(es) of the intended recipient thereof.
Appendix I
Pursuant to a PROSPECTUS, dated [ ] day of January 2023 and for VALUE RECEIVED this DEBENTURE in the sum of €3,000 (three thousand euro) is issued to the named RECIPIENT by the ISSUER, Galf Chumann Ceann Sibéal, Baile Uachtaracht, Baile an Fheirtéarigh, Co. Ciarraighe V92 CA44 this [ ] day of [ ] 2023 on the TERMS below.
RECIPIENT [ ]
ADDRESS [ ]
[ ]
[ ]
TERMS:
- The terms of the Prospectus, a copy of which, over the signatures of the parties signing below, is appended hereto.
- The Constitution of the Club.
- This Debenture is redeemable at the offices of the Issuer at its address given herein.
For and on behalf of Galf Chumann Ceann Sibéal
______________________________
Chair of the Management Committee
______________________________
Finance Manager of the Management Committee
DATE: [ ] day of [ ] 2023
A copy of the Clubs Financial Statements is available for download here;