GWR Broadway The Last Mile

BROADWAYThe Last Mile

Gloucestershire Warwickshire Steam Railway PLCShare Offer 2016

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is Share Offer Document, which is not aprospectus, but which is a financial promotion,is issued by Gloucestershire WarwickshireSteam Railway PLC (“the Company”) and hasbeen approved for the purposes of section 21 ofFSMA by Hazlewoods Financial Planning LLP(“Hazlewoods”), which is authorised and regulated by the Financial Conduct Authority,on behalf of the Company and is for use only bythe Company and potential investors to whomthis document is addressed. Hazlewoods is acting for the Company only and will not be responsible to any other person for providingprotections afforded to clients and will not giveany advice to any potential investors or to anyother person (as recipients of this document orotherwise).

All information contained in this Share OfferDocument has been provided by the Companyand has not been independently verified by Hazlewoods. No representation or warranty,express or implied, is given by any person as to the accuracy or completeness of the information and opinions contained herein and no responsibility or liability is accepted forthe accuracy or sufficiency of any of the information or opinions, for any errors, omissions or mis-statements, negligent or otherwise, or for any other communication,written or otherwise in connection with theproposed investment. Your attention is drawnto the contents of Part 11 headed “Risk Factors”.Accordingly, neither Hazlewoods nor the Company shall be liable for any direct, indirector consequential loss or damage suffered by anyperson as a result of relying on any statement inthis document or in any future communicationin connection with any investment in the Company. All recipients are strongly recommended to take independent professionaladvice where appropriate.

Gloucestershire Warwickshire Steam RailwayPLC (incorporated and registered in Englandand Wales under the Companies Acts 1948 to2006 with registered number 1576947) offer upto 1,250,000 Ordinary Shares as detailed in Part4 of this Share Offer Document at a price £1 pershare. Further copies of this Share Offer Document and the Share Application Form maybe obtained from the Company’s registered office at e Railway Station, Toddington,

Gloucestershire GL54 5DT or downloaded atwww.gwsr.com/shareoffer.

is Share Offer Document does not constitutea formal offer, being capable of acceptance, orinvitation to purchase or acquire any securitiesin any company or any interest therein, norshall it form the basis of any contract for thesale of securities in any company.

e Offer Shares will be unlisted securities. No application will be made for admission ofthe Offer Shares to the Official List of the UKListing Authority (UKLA) or to the AlternativeInvestment Market of the London Stock Exchange. Further, neither the UKLA nor theLondon Stock Exchange has examined or approved the contents of this Share Offer Document. e Offer Shares will not be dealton any other investment exchange and no application has been or is being made for theOffer Shares to be admitted to trading on anysuch exchange or market.

e Offer Shares have not been and will not beregistered under the United States SecuritiesAct 1933 or under the securities legislation ofany state of the United States and may not be offered or sold in the United States or to any US persons. e Offer Shares have not beenand will not be registered under the applicablesecurities laws of Australia, Canada, the Republic of Ireland, South Africa, Japan or anyother jurisdiction. e distribution of thisShare Offer Document in other jurisdictionsmay be restricted by law and therefore personsinto whose possession this Share Offer Document comes should inform themselvesabout and observe any such restrictions. Any failure to comply with these restrictionsmay constitute a violation of the securities lawof such jurisdictions.

If you are in any doubt as to the action youshould take, you are recommended to seek yourown professional advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser authorised under FSMA.

Important Notice

BROADWAY THE LAST MILE

e Gloucestershire Warwickshire Steam Railway (GWSR) is one of my favourites. Not only does it run through some of the most delightful countryside in the UK, but it is alsooperated almost entirely by volunteers – a unique achievement amongst Britain’s leading heritage railways.

But most important, the Railway has huge scopefor future development. Let’s remember that itwas once a main line, linking the industrialisedWest Midlands with the West Country andSouth Wales. is presents a development opportunity that the railway is continuing tograsp with both hands.

e Railway is now poised to reach Broadway,one of the most popular tourist destinations inthe Cotswolds. It is already half way there butstill has more than a mile of track to lay and astation to complete.

So much has already been achieved. Restoration of badly-damaged bridges, repairingembankment slips, restoring culverts, startingtrack laying, completing the signal box and platforms at Broadway station and starting construction of the building itself. But so much still has to be done, as this Share OfferDocument explains.

All this takes money – and lots of it but, giventhe voluntary nature of the GWSR, the moneygoes a lot further than it would if it relied entirely upon contractors and paid labour.So I’m proud to welcome this ‘Broadway – e Last Mile’ £1.25 million share issue.

Like the earlier ‘Bridges to Broadway’ issue, it’sunder the Government’s Enterprise InvestmentScheme which is tax efficient for investors. Youcan invest as little as £100 – 30% of which theChancellor will give back in tax relief – or asmuch as you like!

is is your - and my - opportunity to play apart in ensuring that the first public train rollstriumphantly into Broadway station in 2018.ere are many appeals for money coming frommany railways around the UK but this, to mymind, is one of the most imaginative and worth-while. is project will complete a vital stage inthe growth of a railway that began way back in1981 starting with virtually nothing.

I can’t wait to see this dream of reaching Broadway finally achieved, and with your help,we will all be able to celebrate that glorious day. I heartily commend this Share Issue to you!

Pete Waterman OBE

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Introduction from our President

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Toddington Station


Introduction from our President – Pete Waterman .....................................................3Company and Advisors, Key Information, Issue Statistics and Expected Timetable ............................................................................................................6

Part 1. Chairman’s Letter ..........................................................................................7Part 2. GWSR Recent History and Achievements.................................................9Part 3. Broadway – e Last Mile..........................................................................10Part 4. Details of the Offer......................................................................................13Part 5. Shareholder Benefits ...................................................................................14Part 6. e Enterprise Investment Scheme ..........................................................15Part 7. Management, Employees and Volunteers ................................................16

Pictorial record of history, the last mile and volunteer achievement................17-20

Part 8. Historical Financial Information and Company Structure ...................21Part 9. Company Structure, Relationships and Additional Information .........24Part 10. Further Information ...................................................................................25Part 11. Risk Factors..................................................................................................27Part 12. Definitions....................................................................................................29

Appendices ..................................................................................................................30-32Appendix 1. Terms and Conditions of a Share Application.........................................30Appendix 2. Share Application Procedure .....................................................................31Appendix 3. Summary of the main points of the Company’s

Memorandum and Articles of Association..............................................32

Share Application Form ...................................................................................................33

Contents

Greet Tunnel

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Locomotive Crew

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Train Crew

COMPANYGloucestershire Warwickshire Steam Railway PLC,(Registered in England & Wales No. 1576947)

REGISTERED OFFICEe Railway Station, Toddington, Gloucestershire GL54 5DT

DIRECTORSLee AliboneAlan Bielby - ChairmanChristopher BristowGlyn CornishColin FewellRichard JohnsonChristopher SparksRichard Summers

COMPANY SECRETARYRichard Johnson

SHARE REGISTRARRobert Warner

FINANCIAL ADVISORHazlewoods Financial Planning LLP,Windsor House, Bayshill Road, Cheltenham GL50 3AT

LEGAL ADVISORHarrison Clark Rickerbys, 5 Deansway, Worcester WR1 2JG

STATUTORY AUDITOROrmerod Rutter Ltd, e Oakley, Kidderminster Road, Droitwich WR9 9AY

BANKERS National Westminster Bank PLC,31 Promenade, Cheltenham GL50 1LE

is summary information should be read as an introduction to this Share Offer Document and any decision to invest in the Company should be based on this Share Offer Document as a whole. In particular, prospective Investors should read the contents of Parts 4 and 11 of this Share OfferDocument headed Details of the Offer and Risk Factors respectively.

Key Information, Statistics and Expected Timetable

Minimum investment in Offer Shares £100, thereaer in multiples of £25

Incentives Exclusive benefits are available for purchases of Offer Shares as detailed in Part 5 Shareholder Benefits

Maximum EIS Qualifying Investment Not relevant to this issue

Maximum number of Offer Shares 1,250,000

Issue Price per Offer Share £1

Nominal Value per Offer Share £1

Investment sought through the issue £1,250,000of Offer Shares

Offer Date e offer will open on 25 March 2016

Closing date e offer will close on 30 April 2017 or earlier upon full subscription

ISSUE STATISTICS AND TIMETABLE

Company and Advisors


is is the second part of our share offer toraise funds to complete our line to Broadway.We achieved all our expectations arisingfrom our first appeal, but estimate that we require around £1.25 million to fully complete the extension of the line to Broadway, and commission our new heritagestation by Spring 2018.

Bridges to Broadway, our first EIS share offerwas very successfully closed in October 2014.Our aim to raise £500,000 was comfortablyexceeded and the work to restore the five

bridges was completed that year and, even taking accountof additional work encountered during the restorationprocess, was well within the funds raised. To cap ourachievements on this restoration project, the Railwayalong with our main contractor, George Law Ltd., receiveda 2015 Highly Commended Partnership Project Awardfrom the West Midlands branch of the Institution of CivilEngineers.

With the bridges now fully restored, the Railway has continued to push on with the Broadway dream usingfunds generated from operations and grants from theGloucestershire Warwickshire Railway Trust (GWRT) for both the track bed and the new heritage station atBroadway.

On the track bed, before the first half mile of ballast andrail could be laid, we had to clear 50 years of vegetationgrowth, which has inevitably uncovered numerous damaged drainage culverts, a small number of minor landslips and much fencing in need of replacement.

At the station site, the platforms and signal box have beenlargely completed and the station building itself is alreadypart constructed to a design that will replicate the originalas far as is possible, taking account of our visitor needs andmodern design practices. Our Heritage Group has madeimportant contributions to the building design. e footbridge restoration, based on the bridge recovered fromHenley–in-Arden, is also partly completed and it, too, will contribute to the historical accuracy of the site.

Although we forecast that positive operational cash flowsand funds from the GWRT will allow our volunteers tokeep moving forward, nevertheless, to get the railway opento Broadway by our target date of 2018 requires an extra£1.25 million – hence this share issue. Not only will thefunds be used on the station site and the associated railwayinfrastructure but also on the less glamorous, but equallyvital, upgrade of the access road and, if funding permits,new car park – essential aspects of a station where we anticipate many visitors. e Cotswolds is a very populartourist area and Broadway is an important destination. We anticipate that a new railway station and connecting 15mile heritage railway to Cheltenham will make a very realcontribution to the local community and tourism economy.

In the Bridges to Broadway share offer document my predecessor, Malcolm Temple, said that we are no ordinaryheritage railway. is has been borne out magnificently asour volunteers, who in so many respects are the Railway aswe have only three full time paid staff, were awarded theQueen’s Award for Voluntary Service in 2015.

is award is regarded as the ‘MBE for volunteers’ andevery one of our 850 volunteers was justifiably proud tohave achieved this important recognition.However we never stand still! Earlier in 2015 we completed a volunteer recruitment drive and attractedover 100 new volunteers! Volunteer recruitment is an important part of our readiness programme for when wereach Broadway given that we will have another stationand more trains to operate. However, there’s always roomfor more so why not come and join us? Further in the future we will need even more help to support our longterm plans – we are working on opportunities to extendfurther south into Cheltenham as well as the longer termpossibility of extending north to Honeybourne and a potential connection with the national railway network!With your help we will be open to Broadway on target in2018 with a new heritage station that our volunteers andyou, our supporters, can all be proud of.

I look forward to seeing you arrive there by train!

Alan Bielby, MHKIE, M.I.E.E., C.Eng. (Retired)GWSR Chairman and Special Projects Director

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Winners of the Queens Award for Voluntary Service 2015

Alan Bielby

Part 1 Chairman’s LetterBecome part of our Heritage Dream with a tax beneficial share purchase!

Cheltenham Race Course Station

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e history of our Railway was covered in theBridges to Broadway share issue document asmany readers of this document will be aware.With space here at a premium, I intend only toupdate supporters with the achievements sincethe re-opening of the line on 30 October 2012aer the two embankment collapses of 2010 and2011.

As you can see from Part 8, Historical Financial Information, the Railway has enjoyedconsiderable financial success in its three fulloperating years since the re-opening. isstrong financial operating performance and thefinancial support the Railway receives from theGWRT has enabled relevant groups of our volunteers to continue with the work of both rebuilding the station at Broadway and all theaspects of preparing the track bed as discussedin the following Part 3.

e Railway’s financial success, which makes allthis possible, rests primarily on two key factorswithin its business model.

Firstly, and perhaps uniquely for a large heritage railway, the GWSR has only three fulltime and two part time employees, and so reliesfor all its operations on some 850 volunteers.ose volunteers have the skills, experience andare trained in the functions needed to run asuccessful railway. is includes volunteers whorebuild and maintain our resident fleet of steamand diesel locomotives and others who canbuild a new heritage station and the track toserve it. Management and volunteers are unitedin the belief that no services should be boughtwhich can be undertaken by volunteers.Secondly, all the GWSR’s special events in ourbusy calendar starting with the trains for theCheltenham Festival (horse racing) and endingwith our very popular Santa Specials are profitable.

Because of our relatively low wage bill, the cashgenerated from train operations can be largelyinvested in our Railway rather than paid out aswages and salaries.

e Company’s financial information is available upon request (see Part 10 paragraph13.2) but, as a result of the Company’s businessmodel, capital expenditure in the last 3 years

has been £488,000 in 2014, £936,095 in 2015and £581,804 in the year to 31 January 2016.Of course, a significant amount of the capitalexpenditure in the year ending 31 January 2015was on the Bridges to Broadway bridge repairprogramme. However, the success of the shareissue gave the directors confidence to buy rail,ballast and associated materials to allow thePermanent Way volunteers to lay the track from the current rail head at Laverton to Little Buckland Bridge during winter 2015/2016 –tantalisingly only a mile or so from Broadwaystation!

In the three years of recent history, the Railwayhas also been busy strengthening other criticalareas for the future. Vital to the Broadway project is the need to operate 3 rakes of coachesrather than the current 2 and, to this end,strategic purchases of suitable BR Mk1 coacheshave been made.

In addition, important projects have been undertaken at all the stations with the nearcompletion of platform 2 at Cheltenham Racecourse, the completion of the Bill ElsmereCarriage and Wagon paint shop at Winchcombeand the internal pits and new floor in the David Page Steam Locomotive shed at ourheadquarters in Toddington. Further, much attention has been paid to the existing runningline and slips, always a possibility on a line builtlargely on embankments, and drainage workhas been attended to in order to safeguard theinfrastructure.

In summary, this volunteer run Railway hasachieved much since October 2012 as you willsurely agree if you have ridden the trains duringthat period. With your support the volunteerswill be welcoming you to Broadway in 2018!

Chris Bristow M.Sc. ACMA GWSR Finance Director

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Part 2 GWSR Recent History and Achievements

Stanway Viaduct

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The Railway StationVolunteers started working on the station site itself in 2009. Today, the working group is 45members strong and is headed up by RogerBrindley. e construction manager is JohnCrawford who, until retirement, operated hisown building company for 43 years.

Planning permission was received fromWychavon District Council in 2013.Since work commenced in 2009, the station sitehas been transformed from a wilderness to arecognisable railway station site by our volunteers supported by contractors only wherenecessary. Financial support has come from e Broadway Area Group, the Railway and theGWRT.

At the time of writing, January 2016, theprogress with the various structures whichmake up the Railway station is as follows;

Platforms and Furniture– both platforms, eachcapable of handling 8 coach trains, have beensubstantially completed. In order to ensure anauthentic heritage appearance all of the brickwork is second hand, and most are GreatWestern Railway (“GWR”) bricks recoveredfrom former GWR locations as far afield asPaddington and Taunton. ese have all been

painstaking individually cleaned for re-use byvolunteers. To complete the platforms requires£60,000 expenditure on tarmac and platformfurniture.

Railway Station Buildings - an exciting milestone was passed in August 2015 when thefoundations for the station building were dugand the concrete poured. Immediately work was started on the internal walls and structuralsteelwork.

e station building itself will be very similar toour externally original GWR station building atToddington, but will be longer to incorporatemodern toilets and other internal features necessary to support a heritage railway. All thebrickwork for the station is already acquired, including all the specialist bricks needed toachieve an authentic reproduction of the original GWR door and window surrounds. e roof supporting trusses will be made by ourown Steam Locomotive Department from angleiron as used by the GWR. e roof material willfeature glass and a modern version of corru-gated iron, again, to create the most authenticstructure possible. Funds of approximately£220,000 will be required to complete the station building itself. e platform 2 WaitingRoom will in the future be completed to the

Part 3 Broadway - The Last Mile

Summary of the investment required in each of the expenditure areas in order to operate trains in2018;

Railway Station £Platforms and Furniture 60,000Railway Station Buildings 220,000Signal Box and Signalling Equipment 55,000Fencing 20,000Station Track Layout 190,000

e Railway LineLine Clearance 10,000Lineside Fencing 25,000Drainage and Culvert Repairs 100,000Railway Track from Little Buckland Bridge to Broadway Station 490,000Contingency for Civil Engineering at 7% 80,000

Broadway – e Last Mile Total 1,250,000

INVESTMENT PROGRAMME


same level of accurate detail. e cost of this isestimated at £65,000 and will be met from fundsgenerated by the Railway’s operations in 2019and future years.

Signal Box and Signalling Equipment e Signal Box - situated at the south end ofplatform 2, is to a standard GWR pattern. It hasbeen entirely constructed by volunteers and wascompleted in Autumn 2015. In the lockingroom is the lever frame recovered from AllerJunction, formerly on the GWR system west ofNewton Abbott. e track and signal design forBroadway station layout will require 22 of the46 levers in the frame. Extending the stationtrack layout and a possible extension in the future to Honeybourne, with a main line connection, would require approximately 40 of the levers to be in use! No further expenditure is needed here.

e Signalling Equipment –the Railway is inthe fortunate position of having acquired overthe years all of the signals and the majority ofthe supporting equipment necessary for the approved track and signal layout at Broadway. It is anticipated that £55,000 is sufficient to purchase minor components needed to complete the signalling. e signal layout andtrack diagram are shown at the bottom of page12.

Station Track Layout – the track work in thestation itself will come partly from the Railway’scurrent northern loop at Laverton. e turnoutsand rail from Laverton will be supplemented bya third turnout, already acquired, to provide atrain storage siding. e layout can be seen inthe diagram on Page 12. Expenditure on ballastand ancillary track components not already tohand is anticipated to be £190,000.

e Footbridge – in 2013 the Railway was fortunate enough to be gied by Network Railthe GWR footbridge from Henley-in-Ardenwhich is to the same GWR pattern as the original Broadway bridge. On inspection of the bridge, once dismantled to its original components, only the over-track section wasfound to be in good enough order to reuse. e towers and the steel work for the steps wererusted beyond economic repair but much hasbeen salvaged from the stairways, particularlythe cast iron columns, to ensure an accuratefootbridge complements the rest of the station

buildings in due course. Muchdesign work has been undertakenby railway consultants to ensurethat a structure compatible withmodern standards is erected.e two platform mounted towers for the footbridge will be completed in 2016, but, asplatform 2 is not required for2018 operations, the balance ofthe expenditure necessary tocomplete the footbridge, estimated at £80,000 will be deferred to a future date and, as such, is not part of this shareissue funding.

Station Driveway and Car Park– the station driveway will needto be re-surfaced once all build-ing works are completed, and thestation fencing erected. In addition, a car park will need tobe created for our customerscommencing their journey atBroadway. e site of the car parkwill be on land owned by theRailway to the west of the railwayline between Broadway Bridgeand Childswickham Road Bridge, and can be seen in the aerial view of the stationon page 18. e structure of the embankmenton the east side of the proposed car park hasbeen analysed by cutting a series of trenches init to understand its composition and the naturalslope of the material and this will determine the size of the eventual car park. e costs associated with the car park will be met eitherfrom any excess funds from the share issue aercompleting the investment programme, or bythe Railway from funds available from futureoperations.

The Railway LineAt the southern end, the photo on page 13shows the Permanent Way train loaded withrail, sleepers and ballast, which together withthe material on the track bed itself is sufficientto reach Little Buckland Bridge from thecurrent rail head at Laverton.

However, before rail can be laid, basic activitiesof clearing more than 50 years of undergrowth,re-housing creatures which have made the disused track bed their home, re-fencing both

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Broadway:Signal Box (Dec 2015)

Signal Boxconstruction (Jan 2015)

Platform construction


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sides of the line and digging outand repairing drains and culvertsso that water from the Cotswoldsdrains away as the GWR intended. All of this is required inorder that the civil engineeringreview can be undertaken to confirm the integrity of the lineand its suitability to once more safely support trains.

Line Clearance – the volunteergang consists of some 15 members and is led by GWRTDirector Chris Howl, himself avolunteer for 34 years. Since theaerial photographs were taken, it was decided to supplement theclearance gang’s winter 2015/16clearance program with professional support in order that the earliest possible civil engineering review of the line ispossible. At the time of writingthe clearance process is substantially complete and only a further £10,000 is needed in this area.

Lineside Fencing – Bernard Dudfield, a volunteer on the railway since 1981, is responsible for relationships with the Railway’sneighbours and a large part of his remit is lineside fencing. At the time of writing, newfences have been installed from Laverton to Little Buckland on both sides of the line andalso in the area of Peasebrook Farm. It is estimated that the additional cost of lineside fencing is £25,000.

Drainage and Culvert Repairs – the drainageteam is essential to the operation of the Railway.Headed by volunteer Andy Protherough, its primary task is to ensure rainwater from the

Cotswolds on the east side of the Railway ischannelled through culverts to the flatter landon the west side of the line. Between Lavertonand Broadway Station there are 9 culverts. e most significant one, Culvert 5C, at thesouthern end of the extension, was rebuilt insummer 2015 and an embankment slip in thesame area attended to. e costs of future repairs to the drainage system are estimated at£100,000.

Railway Track from Little Buckland Bridge toBroadway Station – in the text above, mentionhas been made that the Railway has all the necessary materials to extend the railway line to Little Buckland Bridge. In addition sufficientballast has been bought to allow the sleepers tobe laid to Peasebrook Farm Bridge. e Permanent Way Department consists ofaround 50 volunteers and is led by GWSR Director, Lee Alibone. e Railway believes it has enough sleepers and track fixing components in stock to complete the line toBroadway Station. What is required is primarilynew rail and supplies of ballast to complete theline. e cost of these items based on estimatesfrom Tata Steel and our normal suppliers of ballast together with minor other costs total£490,000.

Contingency for Civil Engineering – at the time of writing, January 2016, the CivilEngineering team, led by retired railway civilengineer Peter Muir M.I.C.E., B.Sc., have notbeen able to fully inspect the newly clearedtrack bed. Accordingly, a contingency for further civil engineering work has been addedat £80,000.

Lineclearance

Culvertrestoration

e Company is seeking to raise £1,250,000through the issue of Offer Shares at a price of £1 per Offer Share. e maximum amount ofshares that could be issued is 2,576,079. If theCompany receives applications for less than1,250,000 Offer Shares the Company will acceptsuch applications and issue the appropriatenumber of Offer Shares. ere is no minimumamount to be raised under this Offer.

If the Company receives applications in excessof 1,250,000 Offer Shares, then the Companywill accept such applications to the maximumamount of 2,576,079 in the order of receipt ofShare Applications. Subscriptions receivedabove 1,250,000 Offer Shares will be used forthe next stages of the Railway’s development.

e offer will remain open until the earlier offull subscription or 30 April 2017.

Potential Investors wishing to subscribe forOffer Shares should complete the Share

Application Form included at the end of thisShare Offer Document.

If all the Offer Shares being made availableunder the Offer are issued, they will represent34.02% of the enlarged issued share capital ofthe Company, based on the number of shares inissue at 31 January 2016, the last practicabledate before publication of this document. Investors may be eligible for significant tax benefits as the Company has received advanceassurance from HMRC that the Offer Sharesqualify under the Enterprise InvestmentScheme. Part 6 of this Share Offer Documentdiscusses EIS in greater detail, but the followingtable illustrates the net cost of various levels ofpurchases of Offer Shares, assuming the Investor is able to obtain income tax relief.

Potential Investors should note they mustapply for a minimum of 100 Offer Shares intheir Share Application Form and thereaerin multiples of 25 Offer Shares.

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Part 4 Details of the Offer

Number of offer sharespurchased

Cost of Purchase(Gross) £

EIS Income Tax Relief (at 30%) £

Net Cost to UK Eligible Investor £

1005001,0005,00010,00015,00020,000

100.00500.001,000.005,000.0010,000.0015,000.0020,000.00

30.00150.00300.001,500.003,000.004,500.006,000.00

70.00350.00700.003,500.007,000.0010,500.0014,000.00

Permanent Way and Fencing teams in operation


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Part 5 Shareholder BenefitsShareholders receive complimentary GWSR standard tickets valid for ordinary services, depending on the number of Ordinary Shares held by the Shareholder.

Shareholders entered into the register of members at 31 January 2017 shall be entitled to the following free travel on the Railway until 31 October 2017 and similarly for subsequent years.

Note: Free trips are valid for all ordinary services shown in the GWSR public timetable. e annual trip benefits will be sent out with the annual general meeting papers (normally in May each year). e directors may review shareholder benefits from time to time, but no earlier than 2018.

In addition, the Company will make available the following additional benefits;• e first one hundred (100) subscribers for 500 or more shares will receive a print of the painting byNicholas Trudgian entitled ‘Heading for Broadway’ illustrating 5031 Totnes Castle in BR livery headinga northbound train over the Railway’s Stanway Viaduct.• e first forty (40) subscribers for 1000 or more shares will, in addition to the Nicholas Trudgianprint, receive a Bachmann Branchlines model of resident steam locomotive 7903 Foremarke Hall(Bachmann Branchlines 31-781 OO gauge 1:76 scale).

Permanent Way gang track laying

Shareholding Annal Benefits

100-499 3 free round trips per annum500-999 4 free round trips per annum1,000 – 2,999 5 free round trips per annum3,000 – 4,999 Free unlimited travel for the named

shareholder and two accompanying guests5,000 shares or more Free unlimited travel for the named

shareholder and three accompanying guests

Embankmentrestoration

Landslip repairs

Ballasting

e Company has received advance assurance fromHMRC that the Offer Shares will meet the necessary qualifying conditions for EIS. Individuals subscribing forOffer Shares may qualify for a number of tax reliefs as follows:

• Income Tax Relief – An individual Investor is entitled toa reduction in their income tax liability of an amount up to30% of the sum invested in the Company, thereby reducingthe net cost of their investment to 70% of the subscriptionprice. e quantum of the relief is limited to an amountwhich reduces the Investor’s income tax liability to nil.ere is also an aggregate limit per tax year on income taxrelief under EIS of £1,000,000 of qualifying investments.To the extent that the preceding tax year’s limit has notbeen fully utilised an Investor may choose to elect to havean EIS qualifying investment made in one tax year treatedas if it were made in the previous tax year and for EIS income tax relief to be claimed in that earlier year.

• Capital Gains Tax (“CGT”) exemption – Any gains realised on the disposal of Offer Shares where income taxrelief was granted in accordance with the above paragraphare exempt from CGT, provided that the Offer Shares havebeen held for a period not less than three years from thedate the shares were issued.

• CGT deferral – It is possible for an Investor to defer thepayment of CGT on other gains by ’rolling over’ thesegains into an investment in Offer Shares. is deferral relief is available for gains realised on disposals of any assetwithin the period commencing three years prior and ending one year aer the acquisition of the Offer Shares.Whilst there are annual limits on the amount ofinvestment that will qualify for income tax relief and CGTexemption there is no upper limit on the amount of capitalgains that may be deferred in this way. On disposal of theOffer Shares, the deferred gain then falls back into chargeand will be taxed in accordance with the rates and allowances then in force. In the event that an Investor dies whilst still owning the Offer Shares, the deferred gainis extinguished.

• Inheritance Tax (“IHT”) relief – Offer Shares will qualify as business property for IHT purposes. Providedan Investor has held the Offer Shares for a minimum oftwo years, 100% business property relief will apply suchthat, where the Offer Shares are still owned at the time ofdeath of an Investor, no IHT will be payable on the valueof the Offer Shares.

• Income Tax relief for losses -If, on the disposal of theOffer Shares at any time, a loss is made, the amount of theloss (aer taking account of any income tax relief received)will be available to offset against either income tax or capital gains tax for the Investor. Where income tax reliefis claimed for the loss, the loss can be claimed for the taxyear in which the disposal takes place, the preceding taxyear or both years as appropriate.

• CGT relief for losses – In the event that an Investorwishes to claim the loss against capital gains, this is available to offset against gains realised in the same tax

year. To the extent that the losses exceed gains in that year,any surplus loss is available to carry forward indefinitely toset off against future gains.

• Shareholder benefits – An Investor claiming EIS incometax relief will be denied that relief if, in the four year period commencing one year before the issue of the OfferShares and ending on the third anniversary thereaer, heor she received benefits (e.g. free travel) worth more than£1,000 in total. Investors should therefore be vigilant toensure that they do not inadvertently exceed this amount.

e above is based on current law and practice and is intended to be a general guide only and is not intended to be nor should it be construed as legal or tax advice andprospective Investors should seek advice in relation to theirown circumstances from their advisers. e tax treatment ofany investment depends upon the individual circumstancesof each potential Investor and may be subject to futurechange.

e advance assurance received from HMRC is relevant only for the purpose of attracting certain tax advantagesprovided by Part 5 of the Income Tax Act 2007. Such advance assurance covers only certain administrativematters and in no way bears on the commercial viability ofthe investments to be made; neither does it guarantee theavailability, amount or timing or relief from income tax orcapital gains tax.

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Part 6 The Enterprise Investment Scheme (EIS)


16

Lee Alibone, Lee’s career was in theleisure and hospitality industry operatingas Commercial Director and Financial Director with Trusthouse Forte. is provided him with extensive experience ofbuilding and developing enterprisesgreatly valued by both customers andmembers of the business. With his lifelong interest in railways, Lee joined the Permanent Way (PW) departmentin 2007 as a volunteer and was elected to the GWSR Boardas PW Director in 2014.

Alan Bielby, MHKIE, M.I.E.E.,C.Eng.(retired) (Chairman and SpecialProjects Director) Following a career inheavy power electrical engineering, basedfor many years with a power company inHong Kong, Alan took early retirementand spent some time in the US and theCaribbean before deciding that it was high time he pursued his life-long interest in trains. He joined the Railway in 2008 became Special Projects Director two years later and, in addition, was appointed Chairman ofthe GWSR Board in 2013.

Christopher Bristow, M.Sc., A.C.M.A.Chris was educated at Imperial College,London. He joined GWSR upon retirement in 2010 and is a volunteer inthe Steam Locomotive Department. He isa chartered accountant and in his careerhe worked around the world for US hi-tech companies as a finance and administration director.He was appointed to the position of Finance Director in2013. His other interests include classic cars and motorcycles and charity work in Uganda.

Glyn Cornish is 66 years old and a Londoner. His working life was spent ininsurance, as both an underwriter and incomputer support. He volunteered on theGWSR in 2002, firstly in PW, then in OnTrain Catering (OTC) and latterly as aDMU driver. He became MembershipSecretary and a Director of GWRT in 2008, Chairman of GWRT at the beginning of 2015 and a Cross-Board Director of GWSR shortly aerwards. Glynhas two daughters and a granddaughter and is married toJulia, also a GWSR volunteer, and lives in Bromsgrove.

Colin Fewell, F.C.I.I.(retired) Colinworked in the reinsurance industry in actuarial and underwriting departmentsbefore becoming an Assistant GeneralManager. He was then appointed to headup a small team developing a new reinsurance operation throughout muchof the Far East and was based in Singapore for four yearsprior to his retirement. Over the years he has been Chairof Governors at a local school and Chairman of a learningdisabilities charity. He joined the GWSR almost 20 yearsago and is now Commercial Director.

Christopher Sparks MBE, joined the railway as a Travelling Ticket Inspector in2004, subsequently became a Guard andwas appointed Guards’ Inspector in 2009,a position he still holds. Chris spent hiscareer in the Royal Air Force and theRoyal Air Force Benevolent Fund in positions dealing with the administration, managementand well-being of personnel. With his background Chris was invited to join the Board in 2013 to the newlycreated position of Volunteer Liaison Director.

Richard Summers, became a shareholderin the GWSR in 1983 and upon retirementas an Engineering Manager in the electricity supply industry in 1997 becamea GWSR volunteer. With his wife Hilary,Richard joined the OTC department andthey were jointly appointed Heads of Department in 1998 and still serve in that capacity.Richard became a Trustee of the Cotswold Heritage Railway Trust (CHRT) in 2008 and a Director of theGWRT when it replaced CHRT. In 2013 he joined theGWSR Board as a GWRT Cross Board Director.

Richard G. Johnson LL.B, (Company Secretary) aer reading law atBirmingham University, Richard was ad-mitted as a solicitor in 1980, starting hisown practice in 1986. Richard joined theRailway in 1982, and has been a memberfor over 30 years. He has been the head ofthe Carriage & Wagon department for the last eighteen years, and upon retiring from practice in2014, was both elected a director of the Company, and appointed as Company Secretary.

Employeese Company has three full-time employees of which twoare senior managers of the Company:-

Neil Carr, B.Sc. (Operations Manager)Neil was educated at the University ofNewcastle upon Tyne. Trained by the BBCas a Broadcast Engineer, Neil worked inboth BBC and Commercial Radio formany years, rising to the position of Regional Technical Manager for ChrysalisRadio. Aer joining the GWSR Steam Locomotive Department in 2003, Neil le full time radiowork and became a self-employed broadcaster and railwayengineer. Neil was elected as Operations Director in 2006and accepted the salaried post of GWSR Operations Manager in September 2012. His other interests includenarrow boating, walking, cycling and music. Neil is also a volunteer engine driver, signalman and signaland telegraph electrical engineer on the GWSR.

Maxine Hawkins, B.A. (Administration Manager). Maxine first joined the Railway in the 1980s, becoming an active member of the SteamDepartment; then life intervened and shereverted to being an armchair member. In 2010 she joined the GWRT as companysecretary, two years later becoming initially Development Foundation Manager and then GWSR Administration Manager; she continues to enjoy bothroles. She has previously held management positions inpublic relations and communications in the electricitygeneration industry and the general retail sector. With her husband, she also spent four years managing aheritage site in Wiltshire. Her other interests includestitching and cooking.

VolunteersGWRT, the members’ organisation, provides volunteers for operating, engineering, marketing and administeringthe Railway. It has 4,010 members, of whom some 850 areworking volunteers.

Company SecretaryRichard G. Johnson (see above).

Part 7 Management, Employees and Volunteers

17

Broadway Station 1906-1963

�e GWR Days (Abbey Pictures)

�e BR Days Double Header (Abbey Pictures)

�1906 (Archive Images)

� 1960: still operating

� 1960: closure, looking south (Ben Brooksbank)

1963: demolition �


Broadway Station - 2015

18


Footbridge span under repair

Station foundations

Signal Box

Site of future Car Park


Broadway Station - looking south, 2015

19

Little Buckland Bridge

Peasebrook Farm Bridge

Childswickham Road Bridge

Station Road Broadway Bridge

Pry Lane Bridge


20

Broadway Station 2009-2015

� Looking south from Broadway Station, 2009

� Looking north from Broadway Station, January 2009

Looking north from BroadwayStation, December 2015 �

Looking south from Broadway Station, December 2015 �

21


Part 8 Historical Financial Information and Company Structure

TURNOVER

Cost of Sales

GROSS PROFIT

Administrative Expenses

Other Operating Income

OPERATING PROFIT/(LOSS)Profit on disposal of land

Interest Receivable andSimilar income

Interest payable andSimilar charges

PROFIT/(LOSS) ON ORDINARY ACTIVITIES BEFORETAXATIONTax on Profit/(Loss) onOrdinary activities

PROFIT/(LOSS) FOR THE FINANCIAL YEAR

Year ended31 January 2016

£

1,453,919

695,734

758,185

724,15834,027

213,162

247,189

-247,189

794247,983

5,829

242,154

---------------------

242,154===========


£

1,314,671

669,580

645,091

652,956(7,865)

222,084

214,219

-214,219

1,348215,567

9,996

205,571

---------------------

205,571===========


£

1,339,541

704,934

634,607

642,759(8,152)

262,984

254,832

-254,832

286255,118

9,996

245,122

5,021--------------------

240,101===========


£

823,185

492,209

330,976

1,268,186(937,210)

706,261

(230,949)

134,000(96,949)

-(96,949)

8,964

(105,913)

---------------------

(105,913)===========

e information below is extracted from the Company’s audited financial statements for the yearsended 31 January 2013, 31 January 2014, 31 January 2015 and 31 January 2016. ese financial statements are available for viewing as set out in paragraph 13.2 of Part 10 Further Information of thisShare Offer Document.

e financial statements to 31 January 2016 include the first year adoption of Financial Reporting Standard 102. FRS102 requires adjustments to be made, where material to the previous years financialstatements prepared under previous UK GAAP.

ere was no effect on the reported profit for the year ended 31 January 2015 or the Net Assets at thatdate. ere was a reallocation in respect of donations and grants received in respect of capital purchasesthat were previously deducted from the cost of fixed assets and are now included within accruals anddeferred income.

Gloucestershire Warwickshire Steam Railway PLC

Profit and Loss Account

Busy Saturday at Winchcombe


22

FIXED ASSETSTangible Assets

CURRENT ASSETSStocksDebtorsCash at bank & in hand

CREDITORSAmounts falling dueWithin one year

NET CURRENTASSETS

TOTAL ASSETSLESS CURRENTLIABILITIES

CREDITORSAmounts falling dueaer more than one yearAccruals and DeferredIncome

NET ASSETS

CAPITAL ANDRESERVESCalled up share capitalRevaluation reserveProfit and loss account

SHAREHOLDERSFUNDS


£

4,064,802

29,42252,096

300,497382,015

222,069

159,946

4,224,748

(98,322)

(230,582)

3,895,844============

2,423,921466,777

1,005,146

3,895,844===========


£

3,552,509

35,62168,373

313,961417,955

123,961

293,994

3,846,503

(164,493)

(59,460)

3,622,550============

2,392,781466,777762,992

3,622,550==========


£

2,670,326

33,915104,125649,322787,362

189,676

597,686

3,268,012

(148,497)

-

3,119,515============

2,095,317466,777557,421

3,119,515==========


£

2,236,284

30,72969,702

579,534679,965

177,091

502,874

2,739,158

(186,506)

-

2,552,652============

1,768,555466,777317,320

2,552,652==========

Balance Sheet


23

Net cash inflow/(outflow) from operating activities

Returns on investmentsand servicing of finance

Capital expenditure

FinancingDecrease/(increase) inCash in the period


£

608,406

(5,035)

(581,804)

21,567

(35,031)

(13,464)============


£

351,914

(8,648)

(936,095)

(592,829)

257,468

(335,361)============


£

279,052

(9,710)

(488,312)

(218,970)

288,758

69,788============


£

(137,665)

(8,964)

(34,818)

(181,447)

60,912

(120,535)============

Cash Flow Statement

Reconciliation of Operating Profit/(Loss) to Net Cash (Outflow) / Inflow from Operating Activities

Operating Profit/(Loss)DepreciationProfit on disposal offixed assetsDecrease/(increase) in stocksDecrease in debtorsIncrease in creditors

Net cash inflow/(outflow) from operating activities

2016£

247,18969,510

-

6,19916,277

269,231

608,406

============

2015£

214,21958,312

(4,400)

(1,706)35,75249,737

351,914

============

2014£

254,83254,271

-

(3,186)(34,423)

7,558

279,052

============

2013£

(230,949)57,072

-

5,0491,286

29,877

(137,665)

============

Analysis of Cash Flows for Headings Netted in the Cash Flow Statement

Returns on investmentsand servicing of financeInterest receivedInterest element ofhire purchase payments

Net cash outflow for returns on investmentsand servicing of finance

Capital ExpenditurePurchase of tangiblefixed assetsSale of tangiblefixed assets

Net cash (outflow) for capital expenditure

Financing: Capital repayments in yearShare Issue

Net cash (outflow)/inflow from financing

2016£

794

(5,829)

(5,035)============

(581,804)

-

(581,804)============

(66,171)31,140

(35,031)============

2015£

1,348

(9,996)

(8,648)============

(940,495)

4,400

(936,095)============

(39,996)297,464

257,468============

2014£

286

(9,996)

(9,710)============

(488,312)

-

(488,312)============

(38,004)326,762

288,758============

2013£

-

(8,964)

(8,964)============

(168,818)

134,000

(34,818)============

(39,036)99,948

60,912============

e Company, which trades as the Gloucestershire Warwickshire Railway was established in July 1981 with a mission that theCompany aims to reopen and operate as muchas is possible of the former Great Western Railway between Cheltenham and Stratford-upon-Avon; the resultant heritage railway willbe run on commercial principles to providepublicly accessible transport, an educational attraction for its visitors and a relevant pastimefor its volunteer workforce.

Following a successful share issue in 1983, the Company purchased the track bed from approximately half a mile south of CheltenhamRacecourse to half a mile north of Broadway.Around the same time the Company obtainedthe necessary Light Railway Order to enable itto operate train services.

e Company is therefore the owner of the assets and infrastructure and operator of theRailway. GWSR also operates two shops, an on-train catering service, two cafés and extensive locomotive and carriage repair andrestoration facilities. e concept is of a heritagerailway museum and strong policies are in placeto support this approach.

e Company had an authorised share capitalof £5,000,000 with 2,423,921 ordinary shares in issue as at 31 January 2016 via some 4,889 shareholders. Annual turnover for 2017 is expected to be in the region of £1.6 million. e issued share capital of the Company as at 31 January 2016 was £2,423,921.

e Railway has been chosen as Ian Allan Heritage Railway of the Year in both 2003 and2011. In 2012 the Railway received the HeritageRailway Association (HRA) Peter ManistyAward for an outstanding contribution to railway heritage.

In 2015, the Railway volunteers were awardedthe Queen’s Award for Voluntary Service. is isthe equivalent of an individual receiving anMBE and we are all justifiably proud that our volunteers have achieved the recognition necessary to gain this award.

Gloucestershire Warwickshire Railway TrustGWSR works closely with this charitable trust which recruits volunteers to assist in theoperation, maintenance and development of theRailway. Presently it has some 4010 members ofwhom some 850 are volunteers on the Railway.e GWRT is also a source of grant support tothe Company.

Development FoundationGWSR and GWRT have established a jointlyfunded organisation to secure donations, grants and share sales. is is led by a full timeDevelopment Manager (who is an employee of the Company) and this Share Offer is oneproduct of the Development Foundation's strategy.

For more background on the Railway, GWRTand the Development Foundation, please visitthe website www.gwsr.com

Additional Company Informatione Company’s Articles of Association prohibit any distribution of profits or assets toits Shareholders. erefore no dividend is paidto Shareholders, and any profit is retained bythe Company and used to support the runningof the Railway.

Shareholders receive an annual allowance offree tickets for travel on the Railway, providedthe number of shares they hold exceeds theminimum number required to qualify. Shareholders must own at least 100 shares on 31 January each year to be eligible for that year’sfree ticket allowance.

e Company’s shares are not listed on any investment exchange or stock market, and thereare no trading arrangements for the shares inplace. ere are no plans to put any tradingarrangements in place.


24

Part 9 Company Structure, Relationships andAdditional InformationGloucestershire Warwickshire Steam Railway PLC

e infamous Chicken Curve near Winchcombe

1. Responsibility Statemente Directors, whose names are listed in Part 7 of thisShare Offer Document, accept responsibility, both individually and collectively, for the information containedin this Share Offer Document. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Share Offer Document is inaccordance with the facts and does not omit anythinglikely to affect the import of such information.

2. e Company2.1 e Company is incorporated and registered in England and Wales under the Companies Acts 1948-2006(as amended) with registered number 1576947.

2.2 e principal legislation under which the Companyoperates is the Companies Acts 1948 to 2006, its LightRailway Order made on 23 December 1983, the Railways and Other Guided Transport Systems (Safety)(Amendment) Regulations 2011 and the Railways andOther Guided Transport Systems (Miscellaneous Amendments) Regulations 2013 and regulations madethereunder.

2.3 e liability of the members of the Company is limited.

2.4 e Company’s registered office and principal place ofbusiness is located at the Railway Station, Toddington,Gloucestershire, GL54 5DT.

2.5 e Company is domiciled in England.

2.6 e Company has no subsidiaries.

3. Enterprise Investment SchemeOn 27 January 2015 HMRC granted advance assurancethat it accepted that the conditions of the EIS will be satisfied by the Company and that HMRC would be able to authorise the Company to issue certificates under Chapter 5 Part 5 Income Tax Act 2007 in respect of theOffer Shares to be issued pursuant to this Share Offer Document, following receipt of a form EIS1 satisfactorily completed.

4. Share CapitalYear ended 31st January 2016 – authorised 5,000,000 ordinary shares of £1 each £5,000,000

Allotted, called up and fully paid ordinary shares of £1 each £2,423,921

Year ended 31st January 2015 – authorised 5,000,000 shares of £1 each £5,000,000

Allotted, called up and fully paid ordinary shares of £1 each £2,392,781.

4.1 e above is a summary of the share capital of theCompany.

4.2 e Directors are empowered to allot and issue equitysecurities up to the authorised limit.

4.3 As at 31 January 2016, the last practical date before thepublication of this document, the Company had 2,423,921ordinary shares of £1 in issue.

4.4 Details of substantial shareholders – holding more than 3% of the issued share capital at 31 January 2016 is asfollows:

No. of ordinary shares and percentage of total:

Gloucestershire Warwickshire Railway Trust 353,340, 14.58% of issued share capital

5. Memorandum and ArticlesA summary of the main provisions of the Company’sMemorandum and Articles is provided at Appendix 3 ofthis Share Offer Document. A copy of the full text of theMemorandum and Articles may be obtained on requestfrom the Company Secretary at the Company’s registeredoffice.

6. Additional Information on the Directors6.1 e table below states the names of all companies andpartnerships, other than Gloucestershire WarwickshireSteam Railway PLC, of which the Directors are currently adirector or partner.

Name, followed by Current Directorships/partnerships:Lee Alibone, NoneAlan Bielby, NoneChristopher Bristow, NoneGlyn Cornish, GWRTColin Fewell, NoneRichard Johnson, NoneChristopher Sparks MBE, NoneRichard Summers, GWRT

6.2 None of the Directors has been a director of a companyor a partner in a partnership which has been placed in receivership, administration or insolvent liquidation (including a company or partnership voluntary arrangement) while he was a director of that company or a partner in that partnership or during the 12 monthspreceding such events.

6.3 None of the Directors (i) has any unspent convictions;(ii) is or has been bankrupt or made any voluntaryarrangement; (iii) has been the subject of public criticismby a statutory or regulatory authority (including recognised professional bodies); or (iv) has been disqualified by a court from acting as a director of anycompany or from acting in the management or conduct ofthe affairs of any company.

6.4 No Director, including the Chairman, directly receivesany fees, salary payments (including benefits in kind),pension contributions or other emoluments from theCompany. No Director claims any expenses for attendanceat meetings.

6.5 ere are no outstanding loans granted by the Company to any of the Directors, nor are there any guar-antees provided by the Company for any Directors’ benefit.

6.6 As at 31 January 2016, the last practicable date beforethe publication of this Share Offer Document, the interestsof each Director and his immediate family in the issuedshare capital of the Company was as follows:

Ordinary shares of £1 eachLee Alibone 1,250Alan Bielby 1,000Christopher Bristow 3,222Glyn Cornish 3,100Colin Fewell 5,000Richard Johnson 3,210Christopher Sparks MBE 300Richard Summers 1,020

6.7. Related Party Disclosures

GWRT - an entity under common directorship/trusteeship.

During the year the Company received donations fromGWRT (a registered charity) towards the extension toBroadway, the purchase of carriages and other projects onthe Railway amounting to £321,005 (2015 - £168,710).

25


Part 10 Further Information


26

Sales invoices and purchase invoices in respect of overheads recharged to/from GWRT amounted to £nil (2015 - £nil), and £nil (2015 - £210) respectively.

7. Material Agreementse Company has two material agreements entered into with Moveright International Ltd. A finance leaseagreement for £419,690 entered into during 2009 and afurther finance lease agreement entered into in 2014 for£100,000. e outstanding balance at 31 January 2016 onthese leases was £161,363 (2015 - £227,534). Annual repayments under these two financial leases are £72,000.

8. LitigationNeither the Company nor any of its Directors are aware of any governmental, legal or arbitration proceedingspending or threatened against the Company.

9. Working Capitale Directors are of the opinion, having made due and careful enquiry and having taken into account theproceeds of the Share Offer, that the Company will havesufficient working capital for its present requirements, that is for at least the twelve month period following thedate on which Offer Shares are first allotted pursuant tothis Share Offer Document.

10. EmployeesDuring the year ended 31 January 2016, the average number of employees employed by the Company eachmonth was three full-time members of staff.

11. Financial Information11.1 e financial information referred to in this ShareOffer Document does not constitute statutory accountswithin the meaning of sections 434 and 435 of the Companies Act. Statutory accounts of the Company forthe financial years ended 31 January 2013, 31 January2014, 31 January 2015 and 31 January 2016 have been delivered to the Registrar of Companies.

11.2 Save as disclosed in this Share Offer Document, therehas been no significant change in the financial or tradingposition or prospects of the Company since 31 January2016, the date of the Company’s last statutory accounts.

12. Taxation12.1 Whilst it is the intention of the Directors that theCompany will be managed so as to qualify for EIS reliefs,there can be no guarantee that it will qualify or that suchstatus will be maintained. e following paragraphs are intended as a general guide only for Investors who are resident and ordinarily resident in the United Kingdom fortax purposes, holding Offer Shares as investments and notas securities to be realised in the course of a trade, and arebased on current legislation and HRMC’s practice. Anyperson who is in any doubt about their tax position or whois subject to taxation in a jurisdiction other than the UK,should consult their own professional adviser immediately.

12.2 Taxation of Chargeable Gains – For the purpose ofUK tax on chargeable gains, the issue of Offer Shares pursuant to this Share Offer Document will be regarded asan acquisition of a new holding in the share capital of theCompany. To the extent that an Investor acquires OfferShares allotted to him/her, the Offer Shares so allotted will,for the purpose of tax on chargeable gains, be treated asacquired on the date of allotment. e amount paid for theOffer Shares will constitute the base cost of an Investor’sholding. If an Investor disposes of all or some of his/herOffer Shares, a liability to tax on chargeable gains may, depending on his/her circumstances, arise.

12.3 Business Property Relief and Inheritance Tax – Unquoted shares representing minority interests in tradingcompanies such as the Company potentially qualify for100% business property relief which gives up to 100% exemption from inheritance tax. erefore, where an Investor makes a lifetime gi of shares or dies while still

the owner of the shares, no inheritance tax will be payablein respect of the value of the shares, provided certain conditions are met. e main condition is that the Investorheld the shares for two years before the date of transfer ordeath.

12.4 Stamp Duty and Stamp Duty Reserve Tax – No stampduty or stamp duty reserve tax will generally be payable onthe issue of the Offer Shares.

12.5 Dividends and Other Distributions

(a) e Company does not currently pay dividends toShareholders, but if that were to change then dividendspaid by the Company would carry an associated tax creditof one-ninth of the cash dividend or 10% of the aggregateof the cash dividend and associated tax credit. IndividualShareholders resident in the UK receiving such dividendswould be liable to income tax. e effect would be thattaxpayers who are otherwise liable to pay tax at the basicrate of income tax would have no further liability to income tax in respect of such a dividend. Higher ratetaxpayers would have additional tax liability (aer takinginto account the tax credit). Individual Shareholderswhose income tax liability is less than the tax credit would not be entitled to claim a repayment of all or part of the tax credit associated with such dividends.

In the Summer budget of 2015 it was announced that the Government would transform the taxation of dividends from April 2016. is will result in higher ratesof tax on dividends. At present, legislation has not been in-troduced in this regard. As such, despite the fact that the Company does not currently pay dividends, we suggest that Investors should consider this change.

(b) A UK resident corporate Shareholder should not be liable to corporation tax or income tax in respect of dividends received from the Company unless that company is carrying on a trade of dealing in shares.

(c) Trustees of discretionary trusts are liable to account forincome tax at the rate applicable to trusts.

(d) Persons who are not resident in the UK should consulttheir own tax advisers on the possible application of suchprovisions and on what relief or credit may be claimed forany such tax credit in the jurisdiction in which they areresident.

ese comments assume that Shares are held as an investment and not as an asset of financial trade.

13. General13.1 Hazlewoods has given and not withdrawn its writtenconsent to the inclusion in this Share Offer Document ofthe references to its name in the form and context inwhich they appear.

13.2 Copies of the following documents will be availablefor inspection during normal business hours on any days(other than Saturday, Sunday and public holidays) fromthe date of this Share Offer Document until close of theOffer at the Company’s registered office.

• e Memorandum and Articles of Association.

• e Company’s audited accounts for the years ended 31January 2013, 31 January 2014, 31 January 2015 and 31January 2016.

• e consent letter referred to in paragraph 13.1 above.

27


Part 11 Risk Factorsis Share Offer Document contains forward-lookingstatements which have been made aer due and careful enquiry and are based on the Directors’ current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actualresults, performance or events to differ materially fromthose expressed or implied in such statements.

ese forward-looking statements are subject to, inter alia,the risk factors described in this Part 11 of the Share OfferDocument. e Directors believe that the expectations reflected in these statements are reasonable, but may be affected by a number of variables that could cause actualresults or trends to differ materially. Each forward-lookingstatement speaks only as of the date of the particular statement.

Factors that might cause a difference include, but are notlimited to, those discussed in this Part 11 of this ShareOffer Document. Given these uncertainties, prospectiveInvestors are cautioned not to place any undue reliance onany forward-looking statements. e Company and the Directors disclaim any obligation to update any forwardlooking statements in this Share Offer Document to reflectfuture events or developments and reserve the right toremedy any errors that may be present in this documentuntil applications for subscriptions relating to Offer Sharesare no longer accepted by the Company.

ere are significant risks associated with the Company.Prior to making an investment decision in respect of theOffer Shares, prospective Investors should consider care-fully all of the information within this Share Offer Document, including the following risk factors.

e Directors believe the following risks to be the mostsignificant for potential Investors. However, the risks listeddo not necessarily comprise all those associated with an investment in the Offer Shares. In particular, the Company’s performance may be affected by changes inmarket or economic conditions and in legal, regulatoryand/or tax requirements. e risks listed are not set out inany particular order of priority. Additionally, there may berisks not mentioned in this Share Offer Document forwhich the Directors are not aware or believe to be immaterial but which may, in the future, adversely affect the Company’s business.

If any of the following risks were to materialise, the Company’s business, financial condition, results or futureoperations could be materially and adversely affected. In such cases an Investor may lose part or all of his investment. Additional risks and uncertainties notpresently known to the Directors, or which the Directorscurrently deem immaterial, may also have an adverse effectupon the Company and the information set out below does not purport to be an exhaustive summary of the risksaffecting the Company.

Before making a final investment decision, prospective Investors should consider carefully whether an investmentin the Company is suitable for them and, if they are in anydoubt, they should consult with an independent financialadviser authorised under FSMA which specialises in advising on the acquisition of shares and other securities.

Prospective Investors should consider carefully whether aninvestment in the Company is suitable in the light of theirown personal circumstances and the financial resourcesavailable to them..

1. Specific Risks Associated with the Company1.1 e Company - the Company’s business plan is basedon assumptions about predicted future trade and anticipated costs of restoration, which the Directors con-sider to be reasonable but which are inherently subject to

variation and uncertainty. ere is no certainty that theworks outlined in this Share Offer Document will be undertaken at the cost indicated.

1.2 Reliance on management and skilled staff – the Company’s success depends to a large extent on the activities of its management and skilled staff. If one ormore of the current management team were unable or unwilling to continue in his or her position, the Company’sbusiness could be disrupted and it might not be able tofind replacements on a timely basis or with the same level of skill and experience.

1.3 Reliance on volunteers –the Company is reliant upon the goodwill and commitment of a large volunteer workforce, without which it would be unable to operate.Should the Company find it is unable to attract sufficientvolunteers in future years it may not be possible to continue the current operation of the Railway.

1.4 Adverse weather – the Company may be affected byadverse weather conditions which could in turn cause failures of its infrastructure. ese are mitigated against byrigorous inspection and maintenance of the Company’s infrastructure and the major improvements instigatedsince 2010; however the significant civil engineering structures of the Railway do present a degree of geological risk, primarily weather related.

1.5 Accidents – the Company could be affected were thereto be a significant accident on the Railway. e Companyoperates strictly in accordance with its Safety ManagementSystem and associated Rules and Regulations. ese are reviewed and amended whenever a risk is identified to reduce the possibility of accidents occurring. e Chairman, working through the Safety Manager, is the Director appointed with responsibility for Healthand Safety.

2. General risks affecting the Company2.1 Legislation and tax – changes in the UK’s legislative or tax regimes could adversely affect the Company’s operations and financial condition. ere can be no assurance that the legislation or levels of taxation or taxarrangements to which the Company is subject will not be varied.

Any increase in the levels of taxation to which the Company is subject in the UK, or the implementation ofany new taxes or levies to which the Company may be subject, could have a material adverse effect on the Company’s business, financial condition and results of its operations.

is Share Offer Document has been prepared on thebasis of current UK legislation, rules and practice and

the Company’s advisers’ interpretation thereof. Such interpretation may not be correct and it is always possiblethat legislation, rules and practice may change.

Any changes in taxation legislation and rules and in particular, any changes to basis of taxation, tax relief andrates of tax, may affect the availability of reliefs and thevalue of an investment in the Company. ere can be noassurance that HMRC will not retract the advance assurance it has given to the Company that the OfferShares will meet the necessary qualifying conditions forEIS, any retraction of which would result in any tax reliefsavailable being withdrawn, nor that the Company will continue to meet the EIS conditions during the qualifyingperiod, which would result in any tax reliefs available being withdrawn.

Investors wishing to obtain income tax relief will need tomake the proper filings with HMRC within the requisitetime periods and Investors may lose such relief if these arenot so filed.

2-8-0 No. 2807, built in 1903 - the oldest GWR loco in private hands


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2.2 Exposure to economic cycle – the Company could beaffected by unforeseen events outside its control, includingeconomic and political events and trends, inflation and deflation, terrorist attacks or currency exchange fluctuation. e combined effect of these factors is difficultto predict and an investment in the Company could be affected adversely by changes in economic, political, administrative, taxation or other regulatory factors. As is the case with any visitor attraction, visitor numbersmay decline when disposable income is less readily available.

2.3 Future financing – the Directors have no current plansfor raising additional capital, other than the issue of OfferShares through the Share Offer Document and themonthly standing order scheme and are of the opinionthat the working capital available to the Company will besufficient for its present requirements. e Company, however, may seek to raise extra capital in the future to develop its business.

No assurance can be given that any such additional financing will be available or that, if available, it will beavailable on terms favourable to the Company or to theShareholders. Further equity financing may be dilutive tothe Shareholders or result in an issuance of securitieswhose rights, preference and privileges are senior to thoseof the Shareholders. e Directors may seek debt financeto fund the Company’s business. ere can be no assurance that the Company will be able to raise those debt funds, whether on acceptable terms or at all. Debt financing may require the Company to enter intocovenants restricting its future operational and financialactivities.

2.4 General – events in the past, or experience derived from these, or indeed present factors, beliefs orcircumstances, or assumptions derived from any of these,do not predetermine the future. Hopes, aims, targets, plansor intentions contained in this Share Offer Document areno more than that and should not be construed as forecasts. Past performance is no guide to future performance and there is no guarantee that the Company’s objectives will be achieved.

e Directors can make no guarantee of performance that will be achieved by the Company.

3. General Risks Relating to an Investment in the Offer Shares

3.1 An investment in the Offer Shares is speculative and should only be undertaken by Investors capable ofevaluating the potential risks and merits of such an investment and who have sufficient resources to bear anyloss that might result from such an investment. e valueof the Offer Shares will be dependent upon the success ofthe activities undertaken by the Company and prospectiveInvestors should be aware that the value of the OfferShares can go down as well as up. It may be difficult for Investors to sell their Offer Shares at what they consider tobe a reasonable price and in some circumstances, it may bedifficult for them to sell them at any price or otherwise realise their investment. Accordingly Investors may not recover the amount invested. In addition it may be difficultto obtain reliable information about the value of theirOffer Shares or the extent of the risks to which they are exposed.

3.2 e Company is an unlisted company. e Companyis an unlisted company. ere are no plans to seek a publicquotation on any investment exchange or other market forthe Shares. e Company will not be subject to the ListingRules of the UKLA, the AIM Rules for Companies, the UKCorporate Governance Code published by the FinancialReporting Council (September 2014) or any other similarrules or regulations applying to companies with securitiesadmitted or, traded on, an investment exchange. Accordingly, Shareholders will have neither the rights nor the protections commonly available to shareholders inpublicly quoted companies.

3.3 Prospective Investors should not invest in the Company unless they have carefully thought aboutwhether they can afford it and whether such an investmentis right for them, having had the opportunity to take independent advice.

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Part 12 Definitionse following definitions apply throughout this document unless the context otherwise requires:

“Memorandum and Articles” e memorandum of association and articles of association of the Company for the timebeing (a summary of which is at Appendix 3)

“Board” e board of directors of the Company from time to time

“Business Day(s)” (a)day(s) (other than a Saturday or a Sunday) on which banks are generally open for business in London

“CGT” capital gains tax

“Closing Date” e earlier of full subscription or 30 April 2017

“Companies Act” e Companies Act 2006

“Company” or “GWSR” Gloucestershire Warwickshire Steam Railway PLC, incorporatedin England and Wales with company registration number 1576947

“Directors” Alan Bielby (Chairman), Lee Alibone, Christopher Bristow, Glyn Cornish, Colin Fewell, Richard Johnson,Christopher Sparks MBE, Richard Summers

“EIS” e Enterprise Investment Scheme as set out in Part V of the Income Tax Act 2007

“FCA” e United Kingdom Financial Conduct Authority

“FSMA” e Financial Services and Markets Act 2000 of the United Kingdom, as amended

“GWRT” Gloucestershire Warwickshire Railway Trust

“HMRC” HM Revenue & Customs

“Investor(s)” A Share Applicant(s)

“London Stock Exchange” London Stock Exchange PLC

“Offer’ or “Share Offer” or “2016 Share Offer” e offer of Offer Shares in the Company

“Offer Shares” Up to 1,250,000 ordinary shares of £1 each in the capital of the Company, to be issued by the Company toShare Applicants wishing to subscribe for the same, or such additional shares for which share applications are receivedunder this Share Offer Document

“Official List” e list maintained by the United Kingdom Listing Authority in accordance with section 74(1) of FSMA forthe purposes of Part VI of FSMA

“Railway” Gloucestershire Warwickshire Steam Railway

“Shares” e issued and to be issued shares of the Company, together with the existing shares and the Offer Shares

“Shareholder(s)” Person(s) who are from time to time registered as holders of Shares in the capital of the Company

“Share Application” An application by a Share Applicant

“Share Applicant” An applicant who completes a Share Application Form to subscribe for Offer Shares

“Share Application Form” e share application form attached to this Share Offer Document

“Share Offer Document” is document

“Subscription Period” e period from the date of this document to 30 April 2017 or, if earlier, full subscription of themaximum number of shares

“UK” or “United Kingdom” e United Kingdom of Great Britain and Northern Ireland

“UKLA” e FCA acting in its capacity as competent authority for Part VI of FSMA is referred to as the UK Listing Authority or UKLA

All references to statute or other forms of UK legislation in this Share Offer Document shall, unless otherwise stated, be references to statutes or forms of legislation of the UK and any reference to provisions of any legislation shall include anyamendment, modification, re-enactment or extension thereof. All references to time in this Share Offer Document are toLondon time and all dates and times stated in this Share Offer Document may be subject to change.

Station, signalling and workshop staff


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1. e basis of the allotment of Offer Shares will be determined by the Directors of the Company in their absolute discretion. e right is reserved to reject any application or to accept any Share Application in whole orin part or to scale down any applications or to accept applications on a “first come first served” basis. If anyShare Application is not accepted, the amount paid on application will be returned without interest, by chequesent through the post at the applicant’s risk.

e right is reserved to present all cheques and bankers’dras on receipt, and to retain certificates for the OfferShares pending the clearance of all cheques.

2. No person receiving a copy of this Share Offer Document and/or a Share Application Form in any territory other than the United Kingdom may treat thesame as constituting an invitation to him or her, norshould he or she in any event use such Share ApplicationForm unless in the relevant territory such an invitationcould lawfully be made to him or her, or such Share Application Form could lawfully be used without compliance with any registration or other legal requirements. It is the responsibility of any person outsidethe United Kingdom wishing to make an application hereunder to satisfy himself or herself as to full observance of the laws of the relevant territory in connection therewith including obtaining any governmental or other consents which may be required or observing any other formalities needing to be observed in such territory.

e Offer Shares have not been nor will they be registeredunder the United States Securities Act of 1933, as amended(the “Securities Act”) or the Securities Exchange Act of1934, as amended, and the relevant exceptions are notbeing obtained from the securities regulatory authority ofCanada. Except in a transaction which is exempt under therelevant legislation, the Offer Shares may not be directly orindirectly offered, sold or delivered in the United States,Canada or Australia or to US persons or to persons resident in Canada or Australia nor may a Share Applica-tion Form be lodged by any such persons.

For the purposes of this Share Offer Document, “UnitedStates” means each state of the United States of America,(including the District of Columbia), its territories, possessions and all areas subject to its jurisdiction.“Canada” means Canada and each province thereof. “Australia” means Australia and each state or territorythereof. “US person” has the meaning given in RegulationS promulgated under the Securities Act and “resident inCanada” means a citizen, national or resident of Canada,the estate of any such person, a partnership, corporation orother entity created or organised in or under the laws ofCanada, or any estate or trust the income of which is liableto Canadian income tax regardless of its source. “Residentin Australia” means a citizen, national or resident of Australia, the estate of any such person, a partnership, corporation or other entity created or organised in orunder the laws of Australia, or any estate or trust the income of which is liable to Australian income tax regardless of its source. Each person who completes aShare Application Form warrants that he or she is not a US person or a person resident in Canada or Australia and that he or she will not hold or acquire any of the Offer Shares for the account or benefit of any US person orperson resident in Canada or Australia or with the view tothe offer, sale or delivery, directly or indirectly, of any OfferShares in the United States or Canada or any provincetherefore or Australia or any state or territory thereof or toor for the account of any US person or person resident inCanada or Australia.

Persons resident in other overseas territories should consult their professional advisers as to whether they require any governmental or other consents or need to observe any other formalities to enable them to participate in the Offer.

3. Your offer must be made on the Share ApplicationForm. By completing and delivering a Share ApplicationForm, you, as the applicant, and, if you sign the Share Application Form on behalf of another person or a corporation, that person or corporation:

a) Irrevocably offer to take under the Offer the number ofOffer Shares specified in the Share Application Form, onthe terms of, and subject to, the conditions set out in thisShare Offer Document, including these terms and conditions and subject to the Memorandum and Articles of the Company;

b) Agree that you will accept the number of Offer Sharesallotted to you in accordance with paragraph a) above orsuch lesser number of Offer Shares in respect of which anapplication may be accepted;

c) Agree that all applications, acceptances, allotments andcontracts arising from this application will be governed byand construed in accordance with, English law;

d) Warrant that if you sign the Share Application Form onbehalf of somebody else or on behalf of a corporation youhave the authority to do so and such person will also bebound accordingly and will be deemed also to have giventhe confirmation, warranties and undertakings containedin these terms and conditions of application;

e) Confirm that you are not relying on any information orrepresentations other than those contained in this ShareOffer Document;

f) Warrant that the remittance accompanying your ShareApplication Form will be honoured on first presentationand agree that if it is not honoured the Company may(without prejudice to any other rights it may have) voidthe agreement to allot the relevant Offer Shares and mayallot them to some other person in which case you will notbe entitled to any refund or payment in respect thereof;

g) Agree this application constitutes a contract with theCompany which shall become binding upon delivery ofthe Share Application Form, duly completed at the addressshown on the Share Application Form; and

h) Do not expect the Company or any of its advisers toprovide you with any duty or responsibility similar orcomparable to the “suitability” rule of the FCA and aretaking shares under the Offer on an “execution only” basis.

4. a) It is a term of the Offer that to ensure compliancewith the Money Laundering Regulations 2007, the Company is entitled to require at its absolute discretionverification of identity from any Share Applicant including, without limitation, any person who either:

(i) Tenders payment drawn on an account in the name of a person or persons other than the Share Applicant; or

(ii) Appears to the Company to be acting on behalf ofsome other person.

Pending the provision of evidence satisfactory to the Company as to the identity of the Share Applicant and/orany person on whose behalf the Share Applicant appears tobe acting, the Company, in its absolute discretion, may retain a Share Application Form lodged by a Share Applicant and/or the cheque or other remittance pertaining thereto and/or not enter the Share Applicant on the register of members or issue any share certificate in respect of them.

b) If verification of identity is required, this may result in adelay in dealing with an application and/or rejection of theapplication. In order to avoid this, payment should ideallybe made by the Share Applicant himself.

Appendix 1 Terms & Conditions of a Share Application

c) e Company reserves the right, in its absolutediscretion, to reject any application in respect of which theCompany considers that, having requested verification ofidentity, it has not received evidence of such identity satisfactory to it by such time as was specified in the request for verification of identity or in any event within a reasonable period. In the event of an application being rejected in any such circumstances, the Company reserves the right in its absolute discretion, but shall haveno obligation, to terminate any contact of allotment relating to or constituted by such Share Application Form(in which event the monies payable or paid in respect ofthe application will be returned (without interest) to theaccount of the drawee bank from which sums were originally debited) in which case without prejudice to anyrights the Company may have to take proceedings to recover in respect of loss or damage suffered or incurredby it as a result of the failure to produce satisfactory evidence as aforesaid. e submission of a Share Applica-tion Form will constitute a warranty and undertaking bythe Share Applicant to the Company to provide promptlyto the Company such information as may be specified bythe Company as being required for the purpose of theMoney Laundering Regulations 2007.

d) Neither the Company nor its advisers shall be responsi-ble or have any liability for loss or damage (whether actualor alleged) arising from the election by the Company or its

advisers to treat an application in respect of Offer Shareslodged by any Share Applicant as invalid or to terminateany contract of allotment as a result of the Company nothaving received evidence as to the identity of the personlodging the relevant Share Application Form reasonablysatisfactory to it within a reasonable time of having requested such information.

5. Certain details regarding taxation are set out in thisShare Offer Document. If you are in any doubt as to yourtax position, you should consult your own professional adviser.

a) Definitive certificates in respect of Offer Shares are expected to be dispatched within 14 days of acceptance,and in any event no later than 28 days. No temporary documents of title will be issued and pending the issue of definitive share certificates, transfers will be certifiedagainst the register.

b) All documents or remittances sent by or to a Share Applicant, or as he/she may direct, will be sent through the post at his/her own risk. All payments under the Offermust be made in pounds sterling.

Your attention is drawn to the Further Information set out in Part 10 of this Share Offer Document and the termsand conditions set out in Appendix 1.

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Appendix 2 Share Application ProcedureBefore making any application to subscribe for OfferShares, you are recommended to consult an independentfinancial adviser authorised under FSMA. e followinginstructions should be read in conjunction with the Share Application Form and the terms and conditions ofapplication set out in this Share Offer Document.

1. Insert in A on the Share Application Form (in figures)the number of Offer Shares that you are applying for andthe amount payable. e minimum application under thisOffer is for 100 Offer Shares. Additional Offer Shares areavailable in multiples of 25; e.g.125,150, 175, etc.

2. Insert in A (in figures) the amount payable. For example,the amount payable for Offer Shares under the Offer is asfollows:

Please note all payments must be made by cheque, bankers’dra, or debit card, in pounds sterling drawn on a bank orbuilding society in the United Kingdom, or which hasarranged for its cheques and bankers’ dras to be clearedthrough the facilities provided by those companies or committees. All cheques and bankers’ dras must bear theappropriate sort code in the top right-hand corner.Cheques and bankers’ dras should be made payable toGloucestershire Warwickshire Steam Railway PLC. It is a term of the Offer that all cheques, which are able tobe presented on receipt, will be honoured on first presentation. e Company reserves the right to seek special clearance of cheques.

3. Insert your full name and address in BLOCK CAPITALSin B. Please also provide a telephone number and email address wherever possible (C/D).

You may apply jointly, in which case you must arrange forthe Share Application Form to be completed by or on

behalf of each joint applicant. eir full names and ad-dresses should be inserted in BLOCK CAPITALS in B2.

4. Tick the box E if you wish to claim Enterprise Investment Scheme (EIS) Relief.

5. Sign and date the Share Application Form in F.

e Share Application Form may be signed by another person on your behalf (and/or on behalf of any joint applicant(s) if that person is duly authorised to do so, but the power(s) of attorney (or (a) a copy(ies) thereof duly certified by a solicitor) or form(s) of authority mustbe enclosed for inspection. A corporation should signunder the hand of a duly authorised official whose representative capacity must be stated.

6. If you wish to pay by debit card, please complete the relevant details in G.

7. If you are paying by cheque or bankers’ dra, you mustattach a single cheque or bankers’ dra to your completedShare Application Form in H. Your cheque or bankers’dra must be made payable to Gloucestershire Warwickshire Steam Railway PLC for the amount payableon application as completed in A and should be crossed“A/C payee only.” A separate cheque or bankers’ dra mustaccompany each application. No receipt will be issued forthis payment. Your cheque or bankers’ dra must be drawnin sterling and bear a UK bank sorting code in the topright-hand corner.

An application may be accompanied by a cheque drawn bya person other than the applicant(s), but any monies to bereturned will be sent by crossed cheque in favour of theperson named in B1.

8. By completing and returning the Share ApplicationForm you irrevocably undertake, confirm and agree that:

(i) You are not a national or resident of the United States ofAmerica (including all its territories, its possessions and allareas subject to its jurisdiction) or Canada, or Australia ora corporation, partnership or other entity organised underthe laws of the United States of America or Canada (or anypolitical sub-division of either) or Australia and that you

Number of Offer Shares Amount payable (£)

100 1001,000 1,00010,000 10,000

Objectse principal object of the Company is to purchase, construct, equip, maintain, work and use railways. eMemorandum of Association is widely drawn to enable theCompany to carry on any other business which can, in theopinion of the Directors, be advantageously carried out.

Shares and Rightse authorised share capital as at 31 January 2016 was£5,000,000 divided into 5,000,000 ordinary shares of £1each. e shares in the Company have the following rights:

(a) Dividends Shareholders are not entitled to receive any dividend ordistribution of profit or income of the Company (otherthan the specified travel concessions as set out in this Share Offer Document).

(b) CapitalIf the Company is wound up or dissolved, and if any assets remain aer the payment of outstanding debts andliabilities, the Shareholders are not entitled to receive any distribution of such assets. Such assets must be given or

transferred to some other institution or institutions havingobjectives similar to the Company and which shall alsoprohibit the distribution of its or their income, profits orassets amongst its or their members to an extent at least asgreat as imposed on the Company by virtue of its Articlesof Association.

(c) VotingShareholders may vote at general meetings of the Company, including the annual general meeting. eCompany must give Shareholders at least 21 days notice inwriting of an annual general meeting, and at least 14 daysnotice in writing of any other general meeting. All sharesconfer voting rights to Shareholders. On a show of hands at any general meeting of the Company every Shareholderpresent personally or by proxy has one vote. If a poll is demanded every Shareholder present in person or byproxy has one vote for each share they hold (provided thatif any Shareholder holds in excess of 5% of the issued share capital of the Company, the number of votes that Shareholder shall be entitled to cast is limited to 5% of all votes entitled to be cast by Shareholders.)

(d) Transfer of Sharese Directors may in their absolute discretion, and without assigning any reason decline to register any transfer of any share, whether or not it is a fully paid shareand may restrict a person from holding more than 5% ofthe issued ordinary shares of the Company.

Directorse Directors of the Company must include a FinancialDirector and not less than three nor more than nine ordinary Directors.

Whilst the GWRT provides all the volunteer labour for theCompany it may, subject to certain conditions, appoint upto two of the Directors. Currently Glyn Cornish andRichard Summers are the Directors appointed by theGWRT. Directors, other than those appointed by theGWRT, must hold shares in the Company with a nominalvalue of at least £100. ere are no provisions for Directorsto receive any remuneration for their services.

Broadway: cleaning used bricks


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will not offer, sell or deliver, directly or indirectly, any ofthe Offer Shares under the Offer in the United States ofAmerica or Canada or Australia or to or for the benefit ofany person resident in the United States of America orCanada or Australia: and

(ii) You are entitled to take Offer Shares under the Offer comprised herein under the laws of all relevant jurisdictions which apply to you, that you have fully observed such laws and obtained all governmental andother consents which may be required thereunder andcomplied with all necessary formalities: and

(iii) You have read the Section headed “Risk Factors”found in Part 11 of this Share Offer Document and confirm that you understand the nature of investing forshares in the Company.

Please send the completed Share Application Form together with your cheque, bankers’ dra or debit card details by post or by hand to:

e Share Registrar, Gloucestershire Warwickshire Steam Railway PLC, e Railway Station, Toddington, Gloucestershire, GL54 5DT.

Appendix 3 Summary of the main points of the Company’s Memorandum and Articles of AssociationCompany’s Memorandum and Articles

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Gotherington Station, 2015

Share Application FormProcedure for application: fill in the form overleaf or online at www.gwsr.com

If you do not wish to cut this form out of yourbrochure, photocopies are acceptable.

• Insert at A the number of Offer Shares for which you are applying, together with the amount of your payment. Applications should be for a minimum of 100 Offer Shares (and multiples of 25 thereaer) at a cost of £1 per Offer Share.

• Complete B

• Complete C

• Complete D

• If applicable, complete E

• Sign and date at F

• If paying by debit card, complete G

• If paying by cheque or bankers’ dra,complete H

• Please send the completed Share Application Form, together with your cheque, bankers’ dra or debit card details for the full amount payable on application to:

e Share RegistrarGloucestershire Warwickshire Steam Railway PLCe Railway StationToddington GloucestershireGL54 5DT


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I/we apply for the number of Offer Shares set out below at a subscription price of £1 per Offer Share and enclose my/our remittance for the amount stated, being the sum payable on application for such Offer Shares.

A: Please insert the total amount of Offer Shares that you are applying for and the total amount payable on the application.

If you are an existing Shareholder, please tick this box

To the Directors:I/we request you to allot me/us such number of Offer Shares upon the terms of the Share Offer Document and subject to the Memorandum and Articles of the Company. I/we hereby agree to accept the same or any lesser number of Offer Shares in respect of which this application is accepted, together with a cheque for any monies returnable, by post at my/our risk to the address below. I/we warrant and declare that the due completion and delivery of this form accompanied by the remittance will constitute a legally enforcable promise by me/us that the remittance attached will be met on first presentationand any such allotment is made strictly on this understanding.

B: Please insert below in BLOCK CAPITALS details of the person(s) in whose name(s) the Offer Shares are to be registered.

Total number of Offer Shares(minimum 100 and

multiples of 25)

Amount Payable(Minimum £100)

1: Name

Forename(s)

Surname

Address

Postcode

Applicant’s Tel. No.

1: Signature:

Date:

Name as appears on card: Signed: Date:

2: Signature:

Date:

Applicant’s Email Address:

2: Name

Forename(s)

Surname

Address

Postcode

C: Telephone number for contact purposes in connection with this application.

E: Enterprise Investment Scheme - I am a UK tax payer. I wish to claim for EIS tax relief Tick box if applicable

F: All applicants please sign and date below:

G: Complete this section only if you wish to make a debit card payment. Please debit my account: VisaMastercard

Debit cards ONLY

H: Complete this section only if you wish to make a payment by cheque or bankers’ dra.

I attach a cheque bankers’ dra for the amount payable, namely £made payable to Gloucestershire Warwickshire Steam Railway PLC. Please send the completed form to: e Share Registrar, Gloucestershire Warwickshire Steam Railway PLC, e Railway Station, Toddington, Gloucestershire, GL54 5DT

D: I/we confirm that I/we wish to receive future communications from the Company by email or by email alert to information on the Company’s website.

Card Number:

Security No: Issue Date: Expiry Date:Last three digits on signature strip M M / Y Y M M / Y Y

Share Application Form

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Acknowledgements: e GWSR gratefully acknowledges the photographic contributions to this documentmade by Keith Wilson from a helicopter supplied by Heliflight UK (Glos), Jack Boskett, Ray O’Hara, Jo Roesen, Chris Bristow, Ian Crowder and the other regular photographers of our railway. Brochure co-ordinated by Chris Bristow and designed by Mike Weaver Advertising.

©2016. Published by the Gloucestershire Warwickshire Steam Railway PLC,e Railway Station,Toddington, Gloucestershire GL54 5DT Tel: 01242 621405 www.gwsr.com

Winchcombe Station, 2015

BROADWAYThe Last Mile

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