In December 2012, as part of the chancellor’s Autumn Statement, the government published its long-awaited policy statement on the future of the private finance initiative (PFI), entitled ‘A new approach to public-private partnerships’ (PF2 policy). The first PF2 projects are the privately financed element of the Priority Schools Building Programme, covering 46 schools in five batches, the first of which was released in June 2013.
As part of its reforms to PFI, the government announced it would act as a minority investor in future PF2 projects. HM Treasury has now issued a consultation along with a draft shareholders agreement, articles of association and a loan note instrument, detailing how it sees that minority investment working.
The government, through a separate unit within the Treasury (the Treasury PF2 Equity Unit), will invest a minority share alongside the private sector into a joint-venture company. The investment will be on the same terms as those agreed by the private sector and will be done through a company wholly owned by the Treasury (HMTCo). The minimum HMTCo investment is expected to be 15 per cent. Since the draft shareholders agreement proposes that each shareholder with a 15 per cent shareholding can nominate a director for each 15 per cent, it means HMTCo will have at least one director on the company’s board. In addition, HMTCo can nominate an observer to the board, which could be the authority or other local representative as appropriate, such as a school…
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