Join us in the next phase of our journey. When SH Retail Investments took on the rooftop site at the Quadrangle Building, the mission was simple, transform a local town spot into something that feels like a permanent feature of the locality and

As we expand into Mayfair and the City of London we are providing sophisticated investors a chance to join us in exporting the transformation of shell spaces to new landmark buildings and export brand Cheltenham into the heart of financial and political decision-making in the UK. With the option to buy Preference or Ordinary shares, you have the options to either be part of our decision making process or get a fixed return every profitable year.

Ordinary C Shares – The Nook Cheltenham

Overview

Ordinary C Shares are equity shares in The Nook Cheltenham Limited, offering voting rights and annual shareholder benefits alongside dividend participation.

Share Price

£5 per share

Minimum Subscription

£20,000 (or confirm if different)

Rights Attached

Voting rights attached to each share
Participation in dividends (subject to declaration)
Annual dividend component (currently structured with a portion convertible into vouchers – see below)
Shareholder hospitality benefits

Shareholder Benefits

1.5% annual dividend element convertible into restaurant vouchers
10% discount on private hire
Annual meal allocation (subject to board policy and availability)
Dividend Policy

Dividends on Ordinary C Shares are:

Payable annually
Subject to board approval
Dependent on distributable reserves

Dividend may be satisfied partially or fully in vouchers at the company’s discretion.

Liquidity

Shares are not publicly traded
Transfers subject to company approval and Articles of Association

Preference Shares – The Nook Cheltenham

Overview

Preference Shares are issued as part of a capital reorganisation and carry preferential economic rights over ordinary shareholders.

These shares are designed to provide structured return priority while strengthening the company’s balance sheet.

Share Price

£5 per share (or confirm if structured differently)

Minimum Subscription

£5,000 (confirm if fixed)

Key Rights

Priority over ordinary shareholders in respect of dividend
Priority on return of capital on liquidation
Fixed dividend rate: 4% per annum
Dividend payable twice yearly
Dividend may be satisfied in restaurant vouchers (if applicable)

Lock-In

2-year minimum holding period

Ranking

Ranks ahead of all Ordinary Share classes
Ranks behind secured creditors (if any remain)

Voting Rights

Non-voting except in limited circumstances (e.g. variation of class rights)
(or specify if voting)

Redemption

Partially Redeemable, see documentation.

Investor Information

This invitation is extended on a strictly private and confidential basis.

The opportunity to invest in The Nook Cheltenham is available only to selected individuals and entities by prior arrangement. It is not an offer to the public and is not intended for general circulation or retail distribution.

The shares described on this page are issued by a private limited company. They are not listed on any recognised investment exchange and should be regarded as long-term, illiquid investments. Capital is at risk, and returns are neither guaranteed nor assured.

An investment in a private hospitality business carries inherent commercial risk. Performance may be affected by market conditions, operational factors, and broader economic circumstances. Prospective investors should participate only if they fully understand these risks and are financially able to bear the potential loss of their entire investment.

Nothing presented here constitutes financial, legal, or tax advice. Each prospective investor is expected to undertake their own assessment of the Company and the terms of investment, and to seek independent professional advice where appropriate.

This communication is directed solely at persons who qualify under an applicable exemption to the financial promotion restrictions under the Financial Services and Markets Act 2000, including:

Certified high net worth individuals
Self-certified sophisticated investors
Investment professionals
Or persons with whom the Company has an existing relationship

By proceeding, you confirm that you fall within one of these categories and are investing on your own account.

The Company reserves the right to decline any application at its discretion.

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