Content

Decision
 
RESOLVED that:
 
1.1) Cabinet resolves to
establish a company limited by shares to act as the strategic owner
of the Elstree Immersive Experience and Borehamwood & Elstree
Film and TV Heritage Centre and delegates the power to promote the
company to the Chief Executive and the Assistant Director - Legal
& Democratic Services in consultation with the Leader of the
Council.
1.2) That the Cabinet agrees
that company established in accordance with recommendation 1.1
above shall:-
 
1.2.1 be called the Elstree
Immersive Experience Limited;
1.2.2 have the Civic offices
as its registered office;  
1.2.3 have an initial share
capital of 100 share each with a nominal value of £1 (one
pound ) 90 of which shall be issued to the Council as non-paid up
shares with 10 shares reserved for an appropriately constituted
CIC.
1.2.4 adopt the
‘Model’ Articles of Associations for companies limited
by shares as set out in Table A to the Companies (Model Articles)
Regulations 2008 subject to such of the modifications thereto set
out in the draft Articles of Association at Appendix 2 to the
officer’s report as the Assistant Director-Legal &
Democratic Services considers necessary or expedient to protect the
Councils interests;
1.2.5 have a Board of
Directors comprised of eight non-executive directors and an
executive (managing) director with quorum and meeting requirements
as set out in the Articles of Association (Appendix 2) ;
1.2.6 confer on the Council
the right to appoint five non-executive directors who shall be
members or officers of the Council, and one independent non-
executive director, confer on Elstree Film Studios Limited and the
Education partner the right to appoint one non-executive director
each and confer on the Board of Directors the right from time to
time to appoint a managing director subject to the prior approval
of the Council.
 
1.3) That the Cabinet
requests the Council to nominate the five Council non- executive
directors to the Board of Elstree Immersive Experience Limited
whose appointment shall take place immediately following the
establishment of the company and its registration at Companies
House.
 
1.4) That in order to
progress the expedition of this project, the Cabinet requests the
Council to agree that the Board of Directors of Elstree Immersive
Experience Limited be authorised to appoint an interim managing
director for a fixed term not exceeding 12 months without the prior
approval of the Council, provided the remuneration for such person
does not exceed £100,000 per annum.
 
1.5) That the Cabinet
instructs the Assistant Director - Legal & Democratic Services
in consultation with the Chief Executive and Leader of the Council
to procure the drafting of:-
 
1.5.1 a CIL Grant Agreement,
to be entered into by the Council and Elstree Immersive Experience
Limited relating to the drawdown and deployment of the CIL grant
funding approved for this project by the Council on 26 November
2025, the terms of such agreement to include provisions for the
monitoring of the expenditure of such funding and for the recovery
of any monies that are not expended in accordance with the CIL
Grant Agreement ;
1.5.2 a Working Capital Loan
Agreement to be entered into by the Council and Elstree Immersive
Experience Limited to regulate the drawdown of the working capital
loan approved by the Council on 26 November 2025;
1.5.3 a Shareholder Agreement
to be entered into by the Council and Elstree Immersive Experience
Limited setting out the respective rights and obligations of the
parties (noting that Reserved Matters requiring Council shareholder
approval are set out in Schedule 1 to the Articles of Association
at Appendix 3) ; and
1.5.4 a Collaboration
Agreement to be entered into by the Elstree Immersive Experience
Limited and an Education Partner to regulate the commercial
relations between the parties including the use that the company
will make of proprietary hardware and software owned by Education
Partner in the delivery of an immersive experience.
 
Reasons for
decision
 
To enable the Cabinet to establish EIE as a
company limited by shares and recommend to Council the appointment
of five members and/or officers to the Board of Directors of EIE in
order to progress to the delivery phase of the Elstree Immersive
Experience project.
 
To instruct the officers to secure the drafting
of the agreements necessary to support the good governance and
effective delivery of the Elstree Immersive Experience
project.
 
Alternative Options
Considered
 
Not to proceed with the formation of Elstree
Immersive Experience Limited: This was not recommended as the
principle of the delivery of an Immersive Experience in Borehamwood
has already been agreed by the Council on 26 November 2025 when it
approved a working capital loan of up to £330,000 and CIL
grant funding of up to £2 million to deliver the project. The
formation of the company and the appointment by the Council of
sufficient non-executive directors to activate the company are
essential pre-requisites to the delivery of the project.