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Cooperative

Community Share Issue Prospectus

Opening Date: 28th May 2015

Closing Date: 15th July 2015

Target Amount: €100,000

Company: Third Space Cooperative (Registration in progress)

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Index

� The Story of Third Space

� Who are we?

� Why should you invest?

� What next and how you can be involved?

� How much do we need and what is it for?

� Location

� Sales Projections

� Risk Factors

� Timescale

� Promoters Declaration

� Summary of Key Features

� How to pay

� Disclaimers

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The story of Third space

Introduction

More than half of the world’s people now live in cities. By 2050 it will be more than two thirds. Cities are

places of enormous social change and creativity. In global terms Ireland has one major city – Dublin. A

world class city, it has seen enormous redevelopment in the last fifteen years – new offices, new

apartments, new retail space, new performance venues. In all of this change one central driver of life in the

city has been virtually ignored – community hubs. Visit the newly redeveloped areas of Dublin City and you

will find they have one thing in common – they have few places for the people who live and work there to

gather, to connect, to network, to have fun, do life together. That omission could prove expensive. City

expert Richard Florida has shown that creative people throng to vibrant open cities.

Cities are the key economic and social organising units of the Creative Age. They speed

the metabolism of daily life, accelerating the combinations and recombinations of people

that spur innovation, business formation, job creation, and economic growth.

from “The Rise of the Creative Class” by Richard Florida

Where creative people go, Florida argues, the best employers follow. But when the creatives leave, the

employers leave too. Creative people love vibrant city neighbourhoods with lively, welcoming gathering

places. Now is the time to address the gap. Third Space is seeking to lead the way in providing such

places.

Sociologists recognise the importance of these gathering places, called third places, especially in cities:

Life without community has produced, for many, a life style consisting mainly of a

home-to-work-and-back-again shuttle. Social well-being and psychological health

depend upon community.... Third places... are the heart of a community's social

vitality, the grassroots of democracy, but sadly, they constitute a diminishing aspect of

the …. social landscape.

from “The Great Good Place” by sociologist Ray Oldenburg

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The Concept

There are three spaces that are of vital importance to life in the city - living space, working space and

“third space”. Third spaces are places where local people gather regularly, informally and inexpensively.

Third Space is a social business venture set up to open and run eating and meeting places in the

redeveloped areas of Dublin that lack these third places. The first Third Space has become a hub for the

community in the Smithfield area. It’s a place where local residents and workers gather regularly, easily,

informally and inexpensively. They gather to work, to celebrate, to create, to reflect, to meet and to connect

to their area. This happens seven days a week all year round. And since Third Space Smithfield has

opened the area has been transformed. The line over our menu blackboard reads, “GREAT FOOD,

GREAT DRINKS, GREAT SPACE, GREAT STAFF. And now we can add to that, GREAT

NEIGHBOURHOOD.” Because it IS now! And we want to do that again – and again!

Our vision is

Changing the city around the table

A Third Space is a place of connecting, creating and changing. The target market for each Third Space is

the workers, residents and visitors within an 800 metre radius. By day a Third Space is a meeting and

eating hub for workers, students, parents or grandparents with small children. On many evenings it is a hive

of social and creative activity. Local artists perform or exhibit. Clubs and societies meet, pursuing common

interests around the table. Third Space Smithfield hosts among other things a philosophy club, a bingo

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night, a community vegetable co-op, a club for women in the technology sector. We also host events such

as retirement parties, charity fund-raising evenings and much more. And while people meet, they eat and

drink and keep the business viable.

What makes a Third Space work?

The Team: chosen for their enthusiasm for the project, for their willingness to learn and their love for

people as well as their practical abilities each staff member embodies the Third Space concept of Urban

Hospitality at its best.

The Food and Drink: simple, excellent and reasonably priced. Our food and drink is a vital part of what

makes Third Space work.

The Space: each Third Space is fitted out to reflect its locality but we always look to provide some large

tables, comfy furnishings, local art work, space for creativity and relaxation.

The Atmosphere: not as relaxed as home, not as formal as work, the Third Space atmosphere is one of

welcome with an opportunity to belong and be involved if you wish to, but no pressure and no hurry.

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Who are we?

The promoters of this cooperative share issue and the new unit in Aungier Street are the current directors

or the successful Third Space Smithfield. They will be joined by three others to form the first board of the

new cooperative.

Seán Mullan is the founder and visionary behind Third Space. He has 30 years of experience in the

community and voluntary sector serving in a variety of leadership roles. He has helped establish both local

and national voluntary organisations, has led church

congregations in Cork and Dublin and chaired a

community drugs initiative. Seán is a city networker

with a wide web of relationships in the city including

Dublin City Council, the hospitality industry, the

community and voluntary sectors and the education

sector. He has appeared on television and radio and

had pieces published in the national press. He loves

reading, hill walking, and arguing about new ideas. He shapes the ethos of the company and ensures it

stays faithful to its vision along with doing lots of the odd jobs.

Tom Slattery is an experienced senior manager with a Masters in Business Administration. He has a

history in customer services and business

development with Xerox, Compaq and Digital. He is

a people manager, strategist and operations

manager. He has managed both large and small

divisions and organisations. He took a significant

career change entering the not for profit sector in

2006 to work for a small Irish charity. He is on the

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boards of three other non-profit organisations in a voluntary capacity. He loves walking, boating, tinkering in

DIY and engineering and spending time with his children, two of whom live abroad. Tom focuses on the

financial performance and is responsible for the business model and processes along with any projects

needed.

Cormac Shaw is CEO of the Southside Partnership DLR. A

chartered accountant by profession, he currently leads a committed

team to address the issues of social exclusion and unemployment in

Dun Laoghaire Rathdown (DLR), Co Dublin. He is Co-chair of the

DLR Local Community Development Committee. He is a Director of

a number of other organisations including: Southside Travellers

Action Group; Serve the City Ireland; DLR Volunteer Centre and is

Chairman of Agape in Ireland. He is also a member of the

Governing Body of the Institute of Art Design & Technology, Dun

Laoghaire

Gerard O’Neill is the CEO and Chairman of Amárach Research.

He is a graduate of the London School of Economics and was

previously Business Planning Manager in An Post. He leads the

strategic consulting practice in Amárach, working with senior

management teams to create resilient strategies for the future.

Gerard is also a co-founder of Hireland.ie, the job creation initiative.

He has served as a director of the Irish Internet Association and

was previously chairman of the Marketing Society. He is also a

Fellow of the Marketing Institute of Ireland. His book – 2016: A

New Proclamation for A New Generation – was published in 2010

by Mercier Press.

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Why should you invest?

Three years ago when we launched Third Space we wrote this:

Third Space will have achieved its aim if:

• Each Third Space becomes the place to meet and eat in the area

• Each Third Space is making a profit and injecting some of it back into the local community

• The neighbourhood’s creative people and social leaders all go there regularly

• It is frequented by all sorts of people, young and old, Irish and international, locals and new

arrivals

• People love to hang out there – love the food, the place, the atmosphere and the people

• New initiatives are born in Third Space. Local people see it as “our Third Space.” It belongs to

them. They have a sense of belonging there.

Three years on this has been happening in Third Space Smithfield. And it can happen again.

The plan was always to have several Third Spaces. That’s what you need to change a whole city rather

than just one neighbourhood in the city. After 3 years in Smithfield watching the first Third Space grow, the

next Third Space is on the near horizon.

We have developed a partnership agreement with City of Dublin YMCA to take the street-front section of

their premises on Aungier Street and develop it as a Third Space – Third Space at the Y.

And with this growth comes the chance to change the way the project is structured, to grow the Third

Space Tribe to reflect a growing social enterprise. This means creating the opportunity for more people to

be involved in helping the project grow and benefit from what it offers.

If you are a customer come join us, if you are a supplier come join us, if you are an employee come join us

and if you are a supporter for whatever reason come join us. We love the idea of a wide variety of people

being members of the new cooperative.

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What next and how you can be involved?

In order to develop the work that has been going on, we are forming a company that is based on the

Cooperative model and giving people a chance to share in the ownership of the enterprise.

So the idea is that you invest in the new venture – anything from €150 to €20,000 – and you can become

part of Third Space Cooperative. This gives you a chance to be a part owner of Third Space and to shape

what it becomes and what kind of influence it has in the city.

How will this work?

Our new community share issue allows you to buy shares in the cooperative. These community shares are

redeemable but cannot be sold or transferred. In other words; they are not subject to speculation and they

cannot be traded. They can only be redeemed. They do not go up in value although they may go down if

liabilities exceed assets if the business did not perform well.

The minimum investment you can make is €150. This buys you 15 x €10 shares in Third Space

Cooperative. With that minimum investment, you become a ‘member’ and it gives you one vote in the

cooperative. This allows you to vote at the annual AGM on our most important decisions, including

choosing the Board of Directors. It means you can run for the board, participate in special member’s events

and avail of a special members’ discount.

The maximum investment you can make is €20,000. This buys you 2,000 x €10 shares in Third Space

Cooperative. You are welcome to invest any amount in between the minimum (€150) and the maximum

(€20,000).

It should be noted that any additional investment does not buy you more than one vote. One member

equals one vote. An individual or an organisation can be a member but again one organisation gets one

vote.

These are one-off investments; you do not need to make any recurring payments.

In order to give the business a chance to grow, investors will have to commit to keeping their investment in

the enterprise for at least three years before they can redeem it.

In 2017 we plan to begin to pay investors a dividend on their investment. This is dependent on profitability.

The amount of the dividend will be up to 20% of the surplus generated in the previous year. Dividends will

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be paid to members pro-rata based on the amount of their investment. Dividends paid to members are paid

gross and so are taxable. It is the member’s responsibility to declare such earnings if applicable.

After year 3, a member may ask at any time for their shares to be redeemed and their money to be

returned to them. Members will be required to give three months’ notice of their intention to redeem their

shares. The shares can be redeemed if the Directors deem that the cooperative can afford to release them.

We are committed, however, after year 3, to set aside 10% of the initial investment to allow for such

redemptions.

Your investment is fully at risk. Before investing you should read the risk factors section of this document

and carefully consider your investment. Note also the disclaimers on the final page.

We are in the process of creating the Third Space Cooperative Company. This will be the company in

which the shares will be issued.

The Benefits

When you invest in Third Space what you are really doing is investing in the future of the City of Dublin.

Dublin is a great city. It can become an even greater city. By creating places where community is formed

and strengthened, where people together begin to take ownership of and responsibility for their city, we can

make it into something much more than what it is now.

There’s an ancient Jewish letter in which a Jewish community is challenged to seek the “Shalom,” or

“Flourishing” of the city of Babylon, a city they despised. Some at least took up the challenge and brought

change. If it’s possible for people to have a vision for the flourishing of a city that’s not their own, then what

kind of vision can we have for the flourishing of our own city.

And there’s no better way for a city to flourish than through creating space for community to grow. This is

your chance to help Dublin flourish through getting involved in Third Space and in the mission we have in

the city. Join us on this great adventure.

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How much do we need and what is it for?

We need to raise €100,000 through the issue of cooperative shares.

This is to cover all of our start-up costs and the initial capital to run

the business (Aungier St will be run as a separate entity from

Smithfield).

The start-up costs include refurbishing the unit, purchase of all

equipment, utensils and furniture as well as security and point of

sale equipment.

The following is a sketch of the layout of the new Third Space in

Aungier St.:

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Location

“Third Space at the Y” will be located at the front of the current YMCA building on Aungier St, Dublin 2. The

YMCA will create a new entrance and Third Space will reside in what is now the reception area.

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Sales projections

We hope to open by the first week in July 2015, thus allowing six months of trading in 2015. Given that we

have some of the start-up costs being expensed in this year we expect a small loss for the year.

July -Dec 2015

€ 2016

€ 2017

€

Net Income 169,783 449,813 495,176

Cost of Sales 59,336 143,040 155,485

Gross Profit 110,447 306,773 339,691

Less Operating Expenses 116,759 284,301 306,746

Surplus/Deficit -6,312 22,472 32,945

Projected Dividend N/A 4,400 6.400

We have carried out footfall surveys and based on our experience in Smithfield we have made a

conservative estimate of our projected income. Our menu offer will not be exactly the same as Smithfield

(though very close) but we have allowed for this in our analysis.

Note that the dividend will be approved and paid within six months of the previous year end.

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Risk factors

What if we don’t raise the full €100,000 target?

If we are just short of the target, the Promoters may extend the share closing date by a short time. In the

event that we still fail to meet the target by a small amount, the Promoters will investigate additional

finance, for example a small bank loan. Any additional finance will only be used where the Promoters are

confident that the current business plan will support it. The Promoters may also proceed at a slightly lower

figure and make appropriate changes to the budget.

What if we raise over €100,000?

If we raise more than the target of €100,000 then the surplus will be ring-fenced as a launch fund for the

next Third Space. We will not use more than the €100,000 for the Aungier Street project!

What if we don’t achieve the turnover we expect?

We are confident that our projections are realistic. The figures are based on what we believe the demand

for our menu offer will be, taking into account the footfall and our three years’ experience in Smithfield.

What if expenditure is higher than we project?

Again our costs are based on running a very similar model of business for three years in Smithfield. So we

are confident of the realistic numbers in our plan.

What is my liability as an investor?

The liability of members is limited in law to the amount of their investment. That means that if the business

fails, the members may not get back the money they put into the business. However, the assets of the

business are owned by the members and they can be sold. Any monies from those assets, after settling

with our creditors, can be repaid to members.

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Timescale

Our goal is to be serving customers by the first week in July. The design is at a draft stage. Our builder has

been identified and is available to fit in with this timescale. Our supervisor for the unit has been hired and

started with us on the 18th May in Smithfield.

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Promoters Declaration

Due care has been taken in preparing this prospectus, a process that has been overseen by the Promoters

over the last six months, who can vouch that the information it contains is accurate as of the Opening Date.

It is important to note that if the business fails, investors have no right of complaint to the Financial

Ombudsman. This is a business venture and as such is liable to both success or failure. However we are

very confident that Third Space Cooperative will be a success that members can be proud of, following in

the footsteps of the unit in Smithfield!

If you want to discuss your investment with us you are welcome to come and visit us in Smithfield. We will

be happy to arrange a meeting with one of the Promoters.

Any queries about this prospectus should be emailed to aungier@thirdspace.ie

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Summary of Key Features

The Key Features of this Prospectus are as follows

1. We are launching a second Third Space following the success of the Smithfield unit

2. The new venture will be a cooperative (Smithfield may later be converted to a cooperative but this

has not yet been decided). It will be located to the front of the YMCA building in Aungier St.

3. You will want to be involved if you wish to positively impact the community aspect of Dublin city and

believe in Third Space’s vision of “Changing the city around the table”!

4. This is a community share issue allowing you to buy shares in the new Third Space venture:

a. Shares are valued at €10 each and cannot be sold or transferred

b. You can buy a minimum of 15 shares and a maximum of 2000 and you become a member

of the cooperative. One member one vote (even if the member is an organisation)

c. This is a one-off payment and there are no other fees

d. A dividend will be paid starting from 2017 based on the previous years’ trading. This will

depend on profitability and will be paid in proportion to the no. of shares held

e. Investors must leave their investment in the company for a minimum of three years. After

this period with three months’ notice a member may apply to redeem a part or the whole of

their investment. The Directors will decide whether the cooperative can afford to release

these funds. After year 3 the company will set aside 10% of initial investment to be

available for redemptions

f. The investment is fully at risk. See the disclaimers page

g. We are seeking raise €100,000 from the issue of community shares to start the business

5. We expect to begin serving customers in the first week of July 2015

6. To apply for shares, do so online using the form for this purpose. The form can be accessed

towards the bottom of the web page for Third Space Cooperative.

7. You are very welcome to discuss any aspects of the share issue with any of the Promoters

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How to Pay?

To apply for shares please do so online using the form for this purpose. The form can be accessed

towards the bottom of the web page for Third Space Cooperative.

You can make payment by PayPal, credit card, debit card, cheque or bank transfer.

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Disclaimers

This Prospectus does not constitute an offer. The Promoters and Members of Third Space Cooperative

reserve the right to admit or refuse any person to membership at their discretion.

Warning:

If you invest in this company you could lose some or all of the money you invest

If you invest in this company you will not have any access to your money for 3 years

The income you get from this investment may go down as well as up

Past performance is not a reliable guide to future performance