Share Ownership in our Art Collection

 

INTRODUCTION

We have made an initial investment in an art collection (the “Art Collection”) that will be on display in The Good Times House (the “Club”), through a company which has been established specifically for the purpose of investing in the Art Collection, GTC Private Collection Limited (the “Company”). 

INITIAL MEMBER SHARES  

As an additional benefit to the first 250 subscribing members (see below for Committee Member participation), upon joining the Club they will receive 1 non-voting ordinary share in the Company (the “Member Shares”). In the event of joint membership, the shares will be awarded to the primary member. 

The Club owns 250 shares in the Company, and the first 250 new members will own, in total, 250 shares in the Company. 

Therefore, initially, when the first 250 members join the Club, their combined economic interest in the Art Collection will represent 50% of the overall value of the Art Collection (the remaining 50% of value being held by the Club). 

ADDITIONAL MEMBER SHARES 

The Company also has the right to issue new classes of non-voting Member Shares to new members. (beyond the initial 250 members). In addition, where the Company wishes to invest further in the Art Collection, but has insufficient funds to grow the Art Collection, the Company may offer for sale additional Member Shares to the members at its discretion. The issue of new Member Shares may result in the dilution of existing members’ initial percentage shareholding (and therefore economic interest) in the Company. 

TRANSFER OF MEMBER SHARES  

A member may sell their Member Shares to another existing member at any time on terms that may be agreed between the buying and selling members. Any stamp duty payable, and other potential tax liabilities, on the sale of the share is the responsibility of the buyer and seller (as may be agreed between them). The Club and the Company shall have no liability in relation to tax incurred on the transfer of any Member Shares. Members should seek their own tax advice accordingly.  

Member Shares cannot be transferred to a anyone who is not a member of the Club. Any sale to a non-member will be deemed null and void and could result in membership being withdrawn. 

TERMINATION OF MEMBERSHIP 

If a member ceases to be a member of the Club for any reason, at any time, their Member Shares will automatically lapse and be cancelled. However, if a member dies, any person who becomes entitled to their Member Shares in accordance with the deceased member’s will, or otherwise, shall be entitled to either apply for membership of the Club, or offer the Members’ Shares for sale to the other members. 

COMMITTEE MEMBER PARTICIPATION

Committee members will receive complementary membership to the club unless revoked for any reason by the board, subject to a 2 year review. The maximum number of committee members will be 50 people. 

The share award will be subject to the committee member introducing at least 5 paid members within 3 months of board notification of their committee member appointment.

The receipt of the shares usually carries personal tax consequences. All Committee members are advised to obtain professional advice before making their election in accordance with the above. The company does not provide investment advice and all guidance provided is for general information purposes only.  

The company shall have no liability under any circumstances to a committee member because of any tax liabilities or financial losses suffered by any member as a result of participation in the scheme. 

If the maximum 50 committee members accept or participate in this scheme, then just the first 200 paying founder members will receive the additional benefit of share ownership in the art collection.  

DISCLAIMER

The receipt of Member Shares may result in tax consequences. All Members are advised to obtain professional advice in relation to their Member Shares. Neither the Company nor the Club provides investment advice or personal tax advice and all guidance provided is for general information purposes only. Neither the Company nor the Club shall have any liability under any circumstances to a Member because of any tax liabilities incurred as a result of participation in the Members’ Shares scheme. 

 

 

The Art Portfolio | Investment Mandate

 

This mandate sets out the guidelines, rules, and objectives by which The Good Times House art portfolio should be managed. Serving as a blueprint for the art investment strategy, and its supporting programme of exhibitions and events, this mandate ensures that decision-making surrounding the art programme will align with the overarching goals, risk tolerance, and preferences of the investors and provide value to the Club’s membership base. 

 INVESTMENT OBJECTIVES 

  • Create an art portfolio that inspires, engages and educates the Club’s membership. 
  • Build a curated collection of blue-chip artworks that will stand the test of time. 
  • Endeavour to grow the value of the art portfolio over the term of the investment. 
  • Establish a revenue stream to support the cost of exhibitions and events. 

INVESTMENT STRATEGY 

  • The Good Times House will create a balanced portfolio that includes artworks from different genres, periods and mediums to mitigate the risk of market fluctuations impacting the overall value and liquidity of the collection. 
  • The collection will be centred around blue-chip artworks by established artists, and also include works from emerging artists that offer growth potential. 
  • The Club may also consider other alternative ‘investments of passion’ that offer the potential for growth. 
  • The Good Times House will implement an ethical and socially responsible art investment strategy. 

TIME HORIZON 

  • The portfolio will operate for a target hold period of 10 years with the option to redeem any time after 5 years, or extend beyond 10 years in exceptional circumstances if required, as timing may depend on market conditions. This would be at the discretion of the committee. 
  • Any realisation during the life of the portfolio will be reinvested back into new art. There will be no distributions to members during this period. 
  • At the end of this period the portfolio will be liquidated, at which stage the proceeds will be distributed to the shareholders. 
  • Sales of the collection can also be made to a new collection based on the presiding valuation of the particular art. 
  • The portfolio may take up to one year to liquidate with a view to achieving optimal sale results. 

RISK MANAGEMENT 

Research, Provenance and Expertise 

  • In-depth analysis of market trends, artist markets, recent auction results will be undertaken to inform acquisitions and sales. 
  • Provenance and condition will be important factors in assessing which artworks should be added to the collection. 
  • Outside experts, dealers and advisors will be consulted where necessary. 

Controls and Procedures 

  • An internal committee will be established to vet and approve major acquisitions. 
  • Important additions to the collection will be assessed against key criteria. 

Legal and Regulatory Compliance 

  • The Good Times House will be registered with HMRC as an Art Market Participant and be fully compliant with anti-money laundering regulations. 
  • An internal officer will be appointed to oversee internal AML systems and controls, and, where relevant, receive and review internal disclosures. 
  • Due diligence and KYC checks will be undertaken on all members participating in, and transactions relating to, the art collection. 

Insurance and Physical Care 

  • An independent valuation of the collection will be carried out annually. 
  • The collection will be adequately protected against physical damage and theft at all times. 
  • Artworks in the collection will be regularly condition-checked and kept in secure climate-controlled storage conditions when stored off-site. 
  • Best-practice art handling procedures and health and safety protocols will be adhered to when moving, installing and de-installing artworks. 
  • High quality and archival framing methods will be used for all artworks. 

LIQUIDITY REQUIREMENTS 

Acquisitions and Sales 

  • The collection will include work by well-known and sought-after artists that have a proven track record of demand and appreciation. 
  • An established or growing secondary market will be an important factor when selecting artworks to add to the portfolio.Market trends will be analysed to inform the timing of sales and acquisitions in order to maximise returns. 
  • The Club will build strategic relationships with art advisors, dealers, and auction houses who can facilitate the buying and selling of artworks from the collection. 
  • A long-term view will be taken where necessary to protect against short-term-fluctuations in the market.