Debenture Prospectus 2025
Galf Chumann Ceann Sibéal
Voting Members
Debenture Scheme 2025
______________
PROSPECTUS
______________
1. Definitions
The following meanings are given to capitalised terms used in this Prospectus:
“Annual Subscription” means the annual subscription (exclusive of levies and / or 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;
“Capital Projects 2025” means the Capital Project items 1–4 listed in Appendix I Part I for which cost projections are set forth in Column 3 of Part I Appendix I;
“Closing Date” means 31 January 2025 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 as adopted by the Voting Members otherwise termed “An Bunreacht”;
“Continuing Debenture Noteholders” means the Voting Members whose names are entered on a register maintained by the Club pursuant to the 2023 Debenture Scheme and who have confirmed to the Club their agreement to re-invest the proceeds of redemption of their 2023 Debenture Notes in accordance with Clause 5 of this Prospectus as subscriptions towards the issue of 2025 Debenture Notes;
“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 2 issued or to be issued to Voting Members in accordance with the 2025 Debenture Scheme 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;
“Imprest Account” means an account in the name of the Club with its banker opened or to be opened and maintained in accordance with Clause 10 of this Prospectus
“Issue Date” means 31 January 2025;
“the Issuer” means the Club;
“Management Committee” means, from time to time, the Management Committee of the Club;
“New Debenture Noteholders” means the Voting Members who have applied for the issue to each of them of a 2025 Debenture Note and shall, in consideration of such issue, have paid the sum of €3,000 to the Club in accordance with and subject to the terms of this Prospectus;
“Noteholders” means the Continuing Debenture Noteholders and the New Debenture Noteholders;
“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 and shall be calculated;
“Redemption Date” means 31 January 2028 or otherwise the date nominated by the Issuer in the exercise of its discretionary powers under Articles 11(ii) or 12(ii);
“Replacement Debenture Note” means a Debenture Note issued by the Issuer pursuant to paragraph 13;
“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 the Imprest Account;
“Subscribers’ Committee” means a committee of 5 Noteholders elected from time to time by a majority of their number whose names shall be notified to the chairperson of the Management Committee;
“Trustees” means the Trustees of the Club appointed in accordance with Article 25 of the Constitution;
“Voting Member” shall have the meanings given thereto in the Constitution and Voting Members shall be construed accordingly;
“2023 Debenture Notes” means the debenture notes each in the sum of €3,000 issued by the Club to Voting Members in accordance with the 2023 Debenture Scheme;
“2023 Debenture Scheme” means the Voting Member fund raising scheme launched by the Club in January 2023 for the purposes set out in the 2023 Prospectus;
“2023 Prospectus” means the prospectus document issued by the Club in January 2023 for the purpose of raising the sum of €180,000 and the issue to Voting Members of 2023 Debenture Notes;
“2025 Debenture Notes” means the non-negotiable, non-transferrable and non-assignable debenture instrument in the form or substantially in the form of Appendix 2 issued or to be issued to Voting Members in accordance with the 2025 Scheme pursuant to this Prospectus and “2025 Debenture Notes” shall be construed accordingly;
“2025 Scheme” means the scheme to raise from Voting Members the aggregate sum of €180,000 pursuant to the terms of this Prospectus such sum to be employed for the purposes of the Capital Projects 2025.
2. 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 2024 were as follows:
Operating Surplus (excl. Depreciation) €314,000
Cash in hand 30th September excluding
funds held in imprest account for 2023 Debenture €355,000
Funds held in an imprest account in accordance with
the 2023 Debenture Scheme €120,000
Membership Subscriptions 2024 €264,000
Green Fee Income 2024 €656,000
(c) Outlook for year ending September 2025:
The Management Committee, at the time of issue of this Prospectus projects the following forecast in respect of year ending 30/09/2025
Projected Membership Subscriptions €300,000
Projected Green Fee Income €729,000
Projected Operating Surplus €334,000
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 2028.
3. Purpose
The purpose of the Scheme is to fund the Capital Projects 2025.
4. Funding Required
The funding, details of which are set out in Appendix I Part II, to be raised by the 2025 Scheme will be employed by the Management Committee in financing the costs of the Capital Projects 2025 and in fulfilment of the terms of this Prospectus.
.
5. 2023 Scheme Redemption
In accordance with Clause 12 of the prospectus for the 2023 Debenture Scheme and as approved by Voting Members at the 2024 annual general meeting of the Club, the Management Committee has determined that it is in the interests of the better development of the Club that all of the 2023 Debenture Notes should be redeemed in full and that the proceeds of such redemption be distributed as follows:
(i) that such Voting Members who, being holders of 2023 Debenture Notes, have elected and confirmed to the Management Committee that they wish to become Continuing Debenture Noteholders and, in lieu of payment to them of the proceeds of their individual 2023 Debenture Notes, be issued with and receive a 2025 Debenture Note;
(ii) that such Voting Members who, being holders of 2023 Debenture Notes, have informed the Management Committee that they wish to retire from the 2023 Debenture Scheme and shall receive payment of the proceeds of redemption of their respective 2023 Debenture Notes;
6. 2025 Debenture Scheme
(i) The 2025 Debenture Scheme is to raise a maximum sum of €180,000 by the issue of sixty (60) 2025 Debenture Notes each having a face value of €3,000.
(ii) Subscription for the entirety of the 2025 Debenture Scheme shall proceed as follows:
(a) in the case of Continuing Debenture Noteholders, in the manner provided for in Clause 5(i); and
(b) in the case of New Debenture Noteholders, by the delivery of a cheque or other form of payment to the Secretary / Manager’s office on or before the Closing Date.
(ii) A 2025 Debenture Note shall be delivered to each Noteholder by not later than the Delivery Date.
(iii) In the event that there shall be an over subscription for 2025 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 subscription in the Scheme shall be filled at any date (x) prior to the Closing Date or (y) later than the Closing Date, the Management Committee shall, as the case may be, accelerate or delay the Closing Date to the date when the Scheme shall have been so filled;
7. Proceeds of Debenture Note Issue
All proceeds raised on foot of the Scheme will be employed by the Management Committee on Capital Projects 2025.
8. The coupon
(i) The coupon will be calculated on 2025 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 Noteholder as a Voting Member of the Club; or
(b) the amount of levies and / or charges dues from a Noteholder as a Voting Member of the Club.
(ii) Subject to paragraphs 12(ii) and 13(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.
9. 2025 Debenture Notes
All 2025 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 2025 Debenture Notes (or any of them) shall not be amended save with the consent of all 2025 Debenture Noteholders 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.
10. Sinking Fund
(i) The Management Committee will establish a Sinking Fund and accumulate reserves therein to be held in the Imprest Account.
(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 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.
11. Debenture Note Redemption – Noteholders
(i) Subject to paragraph 12(ii), it is intended that, save in exceptional circumstances as determined by the Management Committee, no 2025 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 2025 Debenture Noteholder for redemption of a 2025 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 2025 Debenture Note on which the Management Committee shall agree to early redemption for the period between the Issue Date or, if such be the case, between the last falling Calculation Date and the relevant date on which early redemption is to take place in accordance with this sub-paragraph.
12. Debenture Note Redemption – the Issuer
(i) Subject to paragraphs 11(ii) and 12(ii), 2025 Debenture Notes will be redeemed by the Issuer on the Redemption Date.
(ii) Notwithstanding paragraph 13(i), the Issuer may:
(a) at any time redeem all or part of the 2025 Debenture Notes and, where there shall be a redemption in part only, such redemption shall be made in equal measure to all outstanding 2025 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 Noteholder as a Voting Member of the Issuer on the next following Calculation Date;
(b) in circumstances where it shall have determined that a Noteholder 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 PROVIDED THAT the provision of this Clause 13(ii)(b) shall not apply where the Management Committee shall, in the exercise of its discretionary power under Article 13(b)(viii) of the Constitution and where a relevant Noteholder shall have been granted leave of absence, the value of the coupon for the period(s) of leave shall be accounted for on a cumulative basis in later Annual Subscription(s).
13. Redemption and Replacement of Debenture Notes
(i) In the event that a 2025 Debenture Note shall be tendered for redemption by a Noteholder pursuant to paragraph 11, the Club may issue a Replacement Debenture Note to another Voting Member in an amount equal to the value of the 2025 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.
14. Amendment to 2025 Scheme
The Issuer may notify the Noteholders of its intention to seek approval from Noteholders that the terms of the 2025 Scheme be amended so that such terms will allow redemption of all or part of the 2025 Debenture Notes on such terms as shall be then agreed.
15. Register and Notifications
(i) The Management Committee shall prepare and maintain a register of the names and addresses (including e-mail addresses) of all Noteholders and shall issue notices to each Noteholder by ordinary post or by e-mail on any matter concerning the Scheme.
(ii) It shall be the responsibility of individual Noteholders to inform the Management Committee in a timely manner of any change of address (including e-mail address) from time to time.
16. Club’s Covenants
For so long as the Issuer shall have obligations to Noteholders on foot of the 2025 Debenture Scheme, the Management Committee covenants with each Noteholder that:
(i) it shall convene a meeting of the all Noteholders not later than 30 days prior to each AGM Date (as defined in the Constitution) for the purpose of providing the Noteholders with details of all information relevant to the 2025 Debenture Scheme and shall engage in meaningful discussion concerning the 2025 Debenture Scheme with the Noteholders 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 to mortgage or charge any asset or property of the Club.
17. Noteholders Committee
(i) The Noteholders 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 2025 Debenture 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 Imprest 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 2025 Debenture 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 a Noteholder such member shall declare his or her interest in any matter before the Management Committee and affecting the 2025 Debenture Scheme and shall recuse himself or herself from voting on such matter where to cast such vote would be a conflict of interest.
18. General Data Protection Regulation and Subscription etc.
(a) By subscribing to the 2025 Debenture Scheme and purchasing a investing in a 2025 Debenture Note each Noteholder 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 Noteholders so that the Subscribers’ Committee may be formed and that communications inter se between all Noteholders as well as with the Management Committee may be facilitated for the better operation of the 2025 Debenture Scheme.
(b) Subscription to the 2025 Debenture Scheme shall be evidenced by the payment of the required sum of €3,000 (three thousand euro) by or on behalf of a Noteholder to the Issuer and the delivery by the Issuer to the Noteholder (or his or her agent) of a receipt for the required sum followed by the relevant 2025 Debenture Note.
19. 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.
20. Cancellation and Replacement of 2023 Prospectus, 2023 Debenture Notes and 2023 Debenture Scheme.
Upon the implementation of the provisions of this Prospectus, the 2023 Prospectus, the 2023 Debenture Notes and the 2023 Debenture Scheme shall be cancelled and terminated and the obligations of the Club on foot of each of the aforesaid shall be nullified and cancelled.
21. Activation of the 2025 Scheme
The 2025 Scheme and the provisions of this Prospectus shall activate and become implemented conterminously with the cancellation and termination of the 2023 Debenture Scheme.
Certified as a true copy of the Prospectus
Damian Wallace
Chair of the Management Committee
John Gilligan
Finance Manager of the Management Committee
DATE: 31 day of December 2024
Appendix 1
Capital Projects 2025
Part I
Item
Project
Cost Projection
1
Improvements work to 5th green and immediately surrounding area
€130,000
2
Replacement of water storage tank adjacent to the 13th green together with pump, associated valves, controller and sprinklers
€110,000
3
Replacement of utility vehicle
€ 21,000
4
Upgrading of changing rooms showers and toilets
€ 40,000
Total
€301,000
Part II
Funding Sources
Item
Sources
Fund
1
Employment of the proceeds of redemption of the 2023 Debenture Scheme
€ 102,000
2
Investments in 2025 Scheme
€ 18,000
3
Employment of cash reserve
€181,000
Total
€301,000
Appendix 2
Pursuant to a PROSPECTUS, dated 31 December 2024 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 [ ] 2025 on the TERMS below.
RECIPIENT [ ]
ADDRESS [ ]
[ ]
[ ]
TERMS:
1. The terms of the Prospectus, a copy of which, over the signatures of the parties signing below, is appended hereto.
2. The Constitution of the Club.
3. This Debenture is redeemable at the offices of the Issuer at its address given herein.
GIVEN pursuant to a RESOLUTION adopted
at a GENERAL MEETING of the Members
of the ISSUER and passed on 24 October 2024
For and on behalf of Galf Chumann Ceann Sibéal
Damian Wallace
Chair of the Management Committee
John Gilligan
Finance Manager of the Management Committee
DATE: [ ] day of [ ] 2025
Voting Members
Debenture Scheme 2025
______________
PROSPECTUS
______________
1. Definitions
The following meanings are given to capitalised terms used in this Prospectus:
“Annual Subscription” means the annual subscription (exclusive of levies and / or 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;
“Capital Projects 2025” means the Capital Project items 1–4 listed in Appendix I Part I for which cost projections are set forth in Column 3 of Part I Appendix I;
“Closing Date” means 31 January 2025 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 as adopted by the Voting Members otherwise termed “An Bunreacht”;
“Continuing Debenture Noteholders” means the Voting Members whose names are entered on a register maintained by the Club pursuant to the 2023 Debenture Scheme and who have confirmed to the Club their agreement to re-invest the proceeds of redemption of their 2023 Debenture Notes in accordance with Clause 5 of this Prospectus as subscriptions towards the issue of 2025 Debenture Notes;
“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 2 issued or to be issued to Voting Members in accordance with the 2025 Debenture Scheme 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;
“Imprest Account” means an account in the name of the Club with its banker opened or to be opened and maintained in accordance with Clause 10 of this Prospectus
“Issue Date” means 31 January 2025;
“the Issuer” means the Club;
“Management Committee” means, from time to time, the Management Committee of the Club;
“New Debenture Noteholders” means the Voting Members who have applied for the issue to each of them of a 2025 Debenture Note and shall, in consideration of such issue, have paid the sum of €3,000 to the Club in accordance with and subject to the terms of this Prospectus;
“Noteholders” means the Continuing Debenture Noteholders and the New Debenture Noteholders;
“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 and shall be calculated;
“Redemption Date” means 31 January 2028 or otherwise the date nominated by the Issuer in the exercise of its discretionary powers under Articles 11(ii) or 12(ii);
“Replacement Debenture Note” means a Debenture Note issued by the Issuer pursuant to paragraph 13;
“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 the Imprest Account;
“Subscribers’ Committee” means a committee of 5 Noteholders elected from time to time by a majority of their number whose names shall be notified to the chairperson of the Management Committee;
“Trustees” means the Trustees of the Club appointed in accordance with Article 25 of the Constitution;
“Voting Member” shall have the meanings given thereto in the Constitution and Voting Members shall be construed accordingly;
“2023 Debenture Notes” means the debenture notes each in the sum of €3,000 issued by the Club to Voting Members in accordance with the 2023 Debenture Scheme;
“2023 Debenture Scheme” means the Voting Member fund raising scheme launched by the Club in January 2023 for the purposes set out in the 2023 Prospectus;
“2023 Prospectus” means the prospectus document issued by the Club in January 2023 for the purpose of raising the sum of €180,000 and the issue to Voting Members of 2023 Debenture Notes;
“2025 Debenture Notes” means the non-negotiable, non-transferrable and non-assignable debenture instrument in the form or substantially in the form of Appendix 2 issued or to be issued to Voting Members in accordance with the 2025 Scheme pursuant to this Prospectus and “2025 Debenture Notes” shall be construed accordingly;
“2025 Scheme” means the scheme to raise from Voting Members the aggregate sum of €180,000 pursuant to the terms of this Prospectus such sum to be employed for the purposes of the Capital Projects 2025.
2. 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 2024 were as follows:
Operating Surplus (excl. Depreciation) €314,000
Cash in hand 30th September excluding
funds held in imprest account for 2023 Debenture €355,000
Funds held in an imprest account in accordance with
the 2023 Debenture Scheme €120,000
Membership Subscriptions 2024 €264,000
Green Fee Income 2024 €656,000
(c) Outlook for year ending September 2025:
The Management Committee, at the time of issue of this Prospectus projects the following forecast in respect of year ending 30/09/2025
Projected Membership Subscriptions €300,000
Projected Green Fee Income €729,000
Projected Operating Surplus €334,000
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 2028.
3. Purpose
The purpose of the Scheme is to fund the Capital Projects 2025.
4. Funding Required
The funding, details of which are set out in Appendix I Part II, to be raised by the 2025 Scheme will be employed by the Management Committee in financing the costs of the Capital Projects 2025 and in fulfilment of the terms of this Prospectus.
.
5. 2023 Scheme Redemption
In accordance with Clause 12 of the prospectus for the 2023 Debenture Scheme and as approved by Voting Members at the 2024 annual general meeting of the Club, the Management Committee has determined that it is in the interests of the better development of the Club that all of the 2023 Debenture Notes should be redeemed in full and that the proceeds of such redemption be distributed as follows:
(i) that such Voting Members who, being holders of 2023 Debenture Notes, have elected and confirmed to the Management Committee that they wish to become Continuing Debenture Noteholders and, in lieu of payment to them of the proceeds of their individual 2023 Debenture Notes, be issued with and receive a 2025 Debenture Note;
(ii) that such Voting Members who, being holders of 2023 Debenture Notes, have informed the Management Committee that they wish to retire from the 2023 Debenture Scheme and shall receive payment of the proceeds of redemption of their respective 2023 Debenture Notes;
6. 2025 Debenture Scheme
(i) The 2025 Debenture Scheme is to raise a maximum sum of €180,000 by the issue of sixty (60) 2025 Debenture Notes each having a face value of €3,000.
(ii) Subscription for the entirety of the 2025 Debenture Scheme shall proceed as follows:
(a) in the case of Continuing Debenture Noteholders, in the manner provided for in Clause 5(i); and
(b) in the case of New Debenture Noteholders, by the delivery of a cheque or other form of payment to the Secretary / Manager’s office on or before the Closing Date.
(ii) A 2025 Debenture Note shall be delivered to each Noteholder by not later than the Delivery Date.
(iii) In the event that there shall be an over subscription for 2025 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 subscription in the Scheme shall be filled at any date (x) prior to the Closing Date or (y) later than the Closing Date, the Management Committee shall, as the case may be, accelerate or delay the Closing Date to the date when the Scheme shall have been so filled;
7. Proceeds of Debenture Note Issue
All proceeds raised on foot of the Scheme will be employed by the Management Committee on Capital Projects 2025.
8. The coupon
(i) The coupon will be calculated on 2025 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 Noteholder as a Voting Member of the Club; or
(b) the amount of levies and / or charges dues from a Noteholder as a Voting Member of the Club.
(ii) Subject to paragraphs 12(ii) and 13(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.
9. 2025 Debenture Notes
All 2025 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 2025 Debenture Notes (or any of them) shall not be amended save with the consent of all 2025 Debenture Noteholders 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.
10. Sinking Fund
(i) The Management Committee will establish a Sinking Fund and accumulate reserves therein to be held in the Imprest Account.
(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 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.
11. Debenture Note Redemption – Noteholders
(i) Subject to paragraph 12(ii), it is intended that, save in exceptional circumstances as determined by the Management Committee, no 2025 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 2025 Debenture Noteholder for redemption of a 2025 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 2025 Debenture Note on which the Management Committee shall agree to early redemption for the period between the Issue Date or, if such be the case, between the last falling Calculation Date and the relevant date on which early redemption is to take place in accordance with this sub-paragraph.
12. Debenture Note Redemption – the Issuer
(i) Subject to paragraphs 11(ii) and 12(ii), 2025 Debenture Notes will be redeemed by the Issuer on the Redemption Date.
(ii) Notwithstanding paragraph 13(i), the Issuer may:
(a) at any time redeem all or part of the 2025 Debenture Notes and, where there shall be a redemption in part only, such redemption shall be made in equal measure to all outstanding 2025 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 Noteholder as a Voting Member of the Issuer on the next following Calculation Date;
(b) in circumstances where it shall have determined that a Noteholder 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 PROVIDED THAT the provision of this Clause 13(ii)(b) shall not apply where the Management Committee shall, in the exercise of its discretionary power under Article 13(b)(viii) of the Constitution and where a relevant Noteholder shall have been granted leave of absence, the value of the coupon for the period(s) of leave shall be accounted for on a cumulative basis in later Annual Subscription(s).
13. Redemption and Replacement of Debenture Notes
(i) In the event that a 2025 Debenture Note shall be tendered for redemption by a Noteholder pursuant to paragraph 11, the Club may issue a Replacement Debenture Note to another Voting Member in an amount equal to the value of the 2025 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.
14. Amendment to 2025 Scheme
The Issuer may notify the Noteholders of its intention to seek approval from Noteholders that the terms of the 2025 Scheme be amended so that such terms will allow redemption of all or part of the 2025 Debenture Notes on such terms as shall be then agreed.
15. Register and Notifications
(i) The Management Committee shall prepare and maintain a register of the names and addresses (including e-mail addresses) of all Noteholders and shall issue notices to each Noteholder by ordinary post or by e-mail on any matter concerning the Scheme.
(ii) It shall be the responsibility of individual Noteholders to inform the Management Committee in a timely manner of any change of address (including e-mail address) from time to time.
16. Club’s Covenants
For so long as the Issuer shall have obligations to Noteholders on foot of the 2025 Debenture Scheme, the Management Committee covenants with each Noteholder that:
(i) it shall convene a meeting of the all Noteholders not later than 30 days prior to each AGM Date (as defined in the Constitution) for the purpose of providing the Noteholders with details of all information relevant to the 2025 Debenture Scheme and shall engage in meaningful discussion concerning the 2025 Debenture Scheme with the Noteholders 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 to mortgage or charge any asset or property of the Club.
17. Noteholders Committee
(i) The Noteholders 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 2025 Debenture 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 Imprest 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 2025 Debenture 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 a Noteholder such member shall declare his or her interest in any matter before the Management Committee and affecting the 2025 Debenture Scheme and shall recuse himself or herself from voting on such matter where to cast such vote would be a conflict of interest.
18. General Data Protection Regulation and Subscription etc.
(a) By subscribing to the 2025 Debenture Scheme and purchasing a investing in a 2025 Debenture Note each Noteholder 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 Noteholders so that the Subscribers’ Committee may be formed and that communications inter se between all Noteholders as well as with the Management Committee may be facilitated for the better operation of the 2025 Debenture Scheme.
(b) Subscription to the 2025 Debenture Scheme shall be evidenced by the payment of the required sum of €3,000 (three thousand euro) by or on behalf of a Noteholder to the Issuer and the delivery by the Issuer to the Noteholder (or his or her agent) of a receipt for the required sum followed by the relevant 2025 Debenture Note.
19. 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.
20. Cancellation and Replacement of 2023 Prospectus, 2023 Debenture Notes and 2023 Debenture Scheme.
Upon the implementation of the provisions of this Prospectus, the 2023 Prospectus, the 2023 Debenture Notes and the 2023 Debenture Scheme shall be cancelled and terminated and the obligations of the Club on foot of each of the aforesaid shall be nullified and cancelled.
21. Activation of the 2025 Scheme
The 2025 Scheme and the provisions of this Prospectus shall activate and become implemented conterminously with the cancellation and termination of the 2023 Debenture Scheme.
Certified as a true copy of the Prospectus
Damian Wallace
Chair of the Management Committee
John Gilligan
Finance Manager of the Management Committee
DATE: 31 day of December 2024
Appendix 1
Capital Projects 2025
Part I
Item
Project
Cost Projection
1
Improvements work to 5th green and immediately surrounding area
€130,000
2
Replacement of water storage tank adjacent to the 13th green together with pump, associated valves, controller and sprinklers
€110,000
3
Replacement of utility vehicle
€ 21,000
4
Upgrading of changing rooms showers and toilets
€ 40,000
Total
€301,000
Part II
Funding Sources
Item
Sources
Fund
1
Employment of the proceeds of redemption of the 2023 Debenture Scheme
€ 102,000
2
Investments in 2025 Scheme
€ 18,000
3
Employment of cash reserve
€181,000
Total
€301,000
Appendix 2
Pursuant to a PROSPECTUS, dated 31 December 2024 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 [ ] 2025 on the TERMS below.
RECIPIENT [ ]
ADDRESS [ ]
[ ]
[ ]
TERMS:
1. The terms of the Prospectus, a copy of which, over the signatures of the parties signing below, is appended hereto.
2. The Constitution of the Club.
3. This Debenture is redeemable at the offices of the Issuer at its address given herein.
GIVEN pursuant to a RESOLUTION adopted
at a GENERAL MEETING of the Members
of the ISSUER and passed on 24 October 2024
For and on behalf of Galf Chumann Ceann Sibéal
Damian Wallace
Chair of the Management Committee
John Gilligan
Finance Manager of the Management Committee
DATE: [ ] day of [ ] 2025